Lost In My Mind
by LittleLovelySpider
Summary: Superheros weren't afraid of anything. Peter knew this for a fact. So, why was he afraid of a building collapsing or a whiff of perfume? Why did nightmares haunt his dreams? If he were a superhero, why did he feel so afraid? Maybe, he could use the help of a man who understood, even if said man was dealing with the return of an old, ex-friend.
1. Superheroes Can't Get A Diagnosis

_"Won't you tell me my brother_

_'Cause there are stars up above_

_We can start moving forward_

_Lost in my mind_

_Lost in my mind_

_Oh I get lost in my mind_

_Lost, I get lost, I get lost in my mind_

_-The Head and the Heart_

_Tap. Tap. Tap._

_BOOM_!

Peter jolted nearly falling out of his desk chair, as the thunder slammed to the ground. He breathed in deeply, closing his eyes to center himself. The light flashed through his window, signifying to him as a definite that it was just the storm – not an explosion or building collapse or any type of world destruction.

It's okay; it's okay. You're Spider-man, remember? Spider-man doesn't get afraid of little bit thunder. Totally normal, totally average. Just focus on this Pre-Calc.

He sighed, beginning to fiddle with his pencil – his eyes feeling heavier just looking at the logarithms before him. His body screamed at him to sleep, but if Peter was honest with himself, he didn't want too. He wished he could go out in his suit, but at three in the morning, Peter knew for certain Mr. Stark would haul his butt back to bed – especially since he had that stupid tracker and Baby Monitor Protocol.

He couldn't pinpoint exactly when every night became a challenge against himself to sleep, but it seemed his heart had to race at least once or twice a night, if not more. Instead of the welcoming black abyss he yearned for in his sleep, pictures of horrors filled his mind. Things that had happened. Things that could happen: a mixture of the two.

The boat cracking in half, as people screamed in horror. The building falling on top of him. His cries for help with nobody coming to his rescue. The fire burning around him, as he struggled and coughed fighting his date's father. A man firing a gun towards him – the bullet slightly grazing his leg. His inability to save all the hostages.

Uncle Ben's dying breaths, as Peter held onto him.

Mr. Stark abandoning him in the middle of a field - his voice echoing thoughts of distain, disappointment, and shame at Peter's bloody body sprawled across the ground. Aunt May's body lying in front of their complex building, many bullet wounds filling her body. Ned screaming trapped in a ball of fire, as Peter rushed into the building too late. Happy flying through the windshield, crashing into another car as Peter watched helplessly in the backseat.

Just a few of the many images, as much as he wished them away, seemed ingrained into his sleep.

His lungs would forget the most essential thing to keep themselves alive, but Peter had no way to gain the air back. His heart felt like it ran a marathon, but nothing could slow it down. A tenseness filled his neck, but there was nothing to stop the muscles strain. His hand shook, but he had no outlet to control them. Occasionally, tears would mercilessly flow into his eyes – upset and unable to control himself.

In the end, all of this could be avoided. Peter knew how to do this: just not sleep.

Shaking his head, Peter returned himself to his math. Distractions always brought forth a nice escape of the weariness he felt.

After what seemed like many hours, a small knock rattled on his door, only slightly startling him.

"Peter?" Aunt May's gentle voice sounded from behind his door. Peter picked up his phone on instinct, the time glaring up at him in mockery. 6:00am. "You decent?"

"Yeah, come in Aunt May." He mumbled out, plopping himself into his bed and quickly throwing his blanket onto his body. No need to worry, May.

The moment his head hit the pillow, his body screamed at him to sleep. But sleep wasn't even a choice anymore. Aunt May peered her head in, her hair ruffled everywhere and her eyes speaking volumes that she'd rather be asleep right now too. Maybe if he closed his eyes just for a moment…

"I'm making breakfast. Whatcha feel like, eggs or waffles?" Peter body jolted, as he blinked several times, trying to keep himself awake. She frowned. "Sweetie, Are you alright? You look like you got hit by a bus. You weren't hit by a bus last night? You'd tell me about that, right?"

Peter sat himself upright, dangling his legs from the bed and allowing his blue comforter to fall to the floor.

"No, no bus hitting. Just tired, stayed up late doin' some math." He yawned sleepily, stretching his arms. "I'm gettin' up. Eggs sound absolutely amazing by the way."

"Okay, sleepy-head," she smiled. "Be down soon." She closed the door gently, allowing Peter to get ready to start his day.

Peter groaned, staring out the window to the sun rising. The rain drizzled slightly outside his window, seemingly calmer than the wee hours of the morning. The roars of thunder at least had stopped.

He wished he didn't have to go today. Stupid Wednesdays. Nobody could even say a good thing about them.

* * *

School started way too early for Peter's taste. The bustling of students yelling greetings to friends, as if they hadn't seen them in years. The squeaking shoes echoing through the halls. The burned-out teachers demanding for students to behave by procedures. Students racing to finish an assignment at their lockers due first period.

All at seven in the morning.

Everything felt significantly brighter and louder at this time of the day. Well, slightly blurry too. Should he get his eyes checked? He hadn't bothered since the spider bite that gave him his powers - which gratefully made his sight way better than it was before - but maybe an influx of puberty was hitting him hard.

Could puberty make your vision worse? He swore he saw something on YouTube that backed that up. Or was it the spider bite being like you're old now, Parker, time to regress back to your old, bad vision where the doctor was all: 'wow I'm surprised you can see at all?'

I guess this is what happens when you become an old man, Peter thought grumpily. He had hit his peak at sixteen. Or it's my dumb Parker luck.

People always use to tell him about the Parker luck he had. If he thought about it long enough, yeah, he definitely had some good luck – with ending up with super powers and all. But, at the same time, he still didn't feel that lucky.

Woah, woah, woah I'm not goin' down that road this early. Peter reprimanded himself, pinching his arm.

Entering his first class, he looked at the chalkboard – logarithms spilled out everywhere. Who does math this early anyway? Whatever higher up thought that was a good idea, clearly never stepped in a higher-level math course. Nobody sat in the classroom yet, except for his best friend.

"Pete! What's up, man? You look like you got hit by a bus!" Ned spoke, as Peter sat at the desk beside him in their empty first period class. "You didn't get hit by a bus, right?"

"No, Ned, I wasn't hit by a bus," Peter grumbled, rubbing his hands over his face. "Just tired."

"Too much…" Ned dropped his voice to a whisper. "…Spider-Maning?"

"No, Ned."

"What about hanging with the Avengers?"

"No, Ned. No Avengers."

"Oh, oh! Were you hanging with Tony Stark and doing all this cool tech stuff all night and makin' stuff blow up like pew- pew!" Ned made the iconic Spider-Man gesture with his hands. Peter huffed, rolling his eyes irritably.

"I just said no Avengers stuff."

"Yeah, but Iron Man's different for you."

"Sure, when he tries to acknowledge I exist." Peter picked up a pencil, beginning to furiously doodle scribbles in his notebook.

He adored the man – practically idolized the ground he walked on – but today, an unwarranted bitterness rose toward Mr. Stark. Ever since homecoming, Mr. Stark attempted to show a deeper presence in Peter's life. Sometimes they worked in the lab on the suit brainstorming new ideas. Other times Mr. Stark did domestic things with him like watching a movie or playing a video game. Hell, Peter even had his own room at the tower now.

Even with the changes, Peter still felt unprecedented anger rise at the man at times.

"Dude, you sure you're alright?" Ned stared, concern pressing on his features, glancing down at the drawing of a face that lied between the scattered scribbles. "You seem really out of it. More than you normally do."

"I'm fine, okay?! Would you just cut it out?" Peter snapped, his pencil breaking in two. "You're really getting on my last nerve." Ned stared, startled at his outburst.

"Oh, ok sorry" Ned paused sheepishly. "I'll stay out of it. But, I'm, uh, here for you if you need it. Ya know, uh, guy in the chair."

Seeing this, Peter felt his anger disappear - guilt washing over him. Ned, in his own way, was trying to check if he was okay. In turn, he was being an asshole.

Ned had been there for him through thick and thin. Everything from Ben's death to Aunt May finding out he was Spider-Man to just sending him pictures of the homework that Peter knew he'd never have time to complete; Ned had been there though it all.

Plus, Ned knew how to help build a really freakin' cool Lego Starship.

He may be slightly excitable and slightly insensitive at times, but he was the best friend Peter could ever ask for.

Peter put down the broken pencil, taking a small glace at his friend – who avoided his gaze.

"Ned I – I didn't mean that. Sorry, man." Ned shrugged.

"It's fine, dude. I know you've got a lot going on right now."

"No, really, Ned, I shouldn't have snapped at you. You don't deserve that."

"No, I don't. But I was being too pushy to." Ned stated seriously, staring at him at an intensity Peter didn't even know possible for Ned. "Look, I've known you since forever, dude, and I know when you're really not okay, and right now you seem really not okay. You don't have to tell me anything that you don't want too, but I'm here for you if you need it."

Peter ducked his head, feeling himself starting to get teary-eyed. Man, he loved his friend. The urge to just spill everything at once rose. He bit his lip. He knew for a fact if he didn't say anything, Ned would just get more worried about him. But nothing made sense and just made him feel slightly sick. He could just bottle up all his feelings for the rest of his life and nobody needed to know about it. He'd never sleep again and let these feelings consume him for the rest of his life.

Who was he kidding? He really needed someone to vent to.

"I. I really don't know right now. How I'm feeling that is." Ned gave a nod for him to continue. Peter rubbed his temples. "Man, I can't sleep."

"Like 'I'm up too late Spider-Maning and stressed out' can't sleep?" Peter shook his head.

"No, Ned, like I really can't sleep." Peter sighed. "I really really want to, but I don't at the same time."

"Dude, that doesn't make sense."

"I know that! Just every time I go to bed it's just," Peter paused, embarrassed, "just a lot of bad stuff."

"Bad stuff?" Ned eyes shined in concern. Peter hid his face.

"Yeah." Ned's eyes searched him up and down, as if he were analyzing him, his expression remaining deadly serious. Peter squirmed under his gaze.

"What kind of bad things?"

"Just," Peter ducked his head. "At night bad things appear and I can't get away from them."

"Pete, I need you to answer me honestly," Ned stated gently, placing a hand on his shoulder. Peter dared not to look at him. "Are you and May okay at home?"

"Huh?" Peter sputtered, truly baffled at the question. "Why wouldn't we be?" Ned's gaze didn't waver.

"Please, just answer me Pete."

"Um, yeah, I'm okay at home." Peter's expression darkened. "Where's this coming from? Are you okay at home?" Ned gave a huff of relief, waving his question away.

"Yeah, I'm fine; don't worry about it," Ned fiddled with his phone, as to show Peter what he meant, but thought better of it. He locked the phone, placing it face down. "I'll tell you later." Peter sat baffled in confusion.

"Um, okay?"

"Let's think back to you." Ned quickly continued. "Bad stuff at night?"

"Uh, yeah, just, every time I fall asleep, I keep thinking about just – I don't know – bad things."

"So, you're having like nightmares?"

"Yeah, I guess. It's like the um, that building f-falling on me. Or, ya know, just other stuff. Kind of dumb; I know. But I'll wake up and my heart will be all fast, and I can't breathe and," Peter's face flushed in embarrassment, ducking his head. He waved his hand in dismissal. "Just, just forget it. It's dumb."

Ned's gaze stared intently at Peter, who kept his eyes firmly staring at his hands.

"Pete, that's not dumb. That's actually really concerning." The first warning bell rang, signaling students to begin heading toward their classes. A few students filed in laughing, but Ned didn't bother to look at them. "How long's this been going on?"

"I don't know. A few weeks? Almost a month?"

"You haven't been sleeping for that long? Dude, no wonder you look like garbage." Peter stared.

"Wow, thanks man." Ned gave a playful smile, giving Peter a shove.

"You know what I mean." Peter shoved him back lightly, the smile not quite meeting his eyes.

"Yeah, I do." Ned paused, allowing the light mood to remain. He sighed, bringing back up the topic that he knew Peter needed to speak about.

"So, you've basically been waking up at night in panic attacks since a few weeks ago."

"I guess so, yeah?" Peter shrugged. "It really started a few days after the whole thing with Liz's dad." Ned's eyes flashed with understanding.

"Have you told May about it?"

"No, she's got enough to worry about – especially since she found out about - my hobby?" Peter glanced around the classroom, trying to assure himself nobody listened to their conversation. "She doesn't need anything else on her plate."

"I really think you need to tell her or Mr. Stark or something."

"What? Why? I can handle it by myself. I'm practically an adult!" Ned rolled his eyes.

"We're still kids."

"Yeah, for only like three more years!" Peter whined. "Plus, I'm – you know. I can stop a bus with my bare hands." Ned rolled his eyes again.

"Pete, being Spider-Man doesn't make you a grown-up."

"I can handle it myself."

"Never said you couldn't." Ned stated sincerely. "But honestly if you told someone they'd be able to help you even more."

"I just told you."

"Yeah and I'm here for you and your awesome life for good and bad, but I'm not an adult." Ned twiddled with a pencil, as if unsure whether to proceed. He sighed, dropping the pencil and looking at Peter bluntly. "I really think you need something like – don't be offended by this – like professional help." Peter's head shot up, the embarrassment fading.

"What?"

"Well, remember that psych class I took in ninth grade."

"Yeah, the one with Ms. Buttons, what about it?"

"Dude, it sounds like to me that you might be having like flashbacks or something."

"That can't be it." Peter stared flabbergasted. "There's no way."

"I mean, I'm not a psychologist or anything. But from what I do remember from that class, that seems to be what this is."

The bell rang, as the last group of students stumbled into the classroom. The teacher groaned getting up to begin the class, clapping their hands. Peter winced at the sound, glancing around the room. No danger spotted. Ned mouthed that they could talk at lunch. Peter gave a thumbs up and stared at the board.

It couldn't be true. If Ned was saying what Peter thought he was saying, it meant that he had that thing soldiers get.

PTSD.

He was only fifteen and a half. Kids his age didn't get PTSD. Soldiers got PTSD. People in war got PTSD. Regular people who've been kidnapped got PTSD. Not a superhero. Superheroes were super strong and super brave. They went into battle, took down the bad guy, and helped anybody they could. Then, they went home after a long day, went to bed, and did it all again the next day.

Superheroes didn't get nightmares.

Maybe he wasn't as good at this superhero thing as he thought. If Mr. Stark heard he had nightmares over this, would he take the suit again? He'd laugh at him on how childish he was being. Then, he'd take the suit saying that once he stopped acting like a baby – he could have it back.

That doesn't sound right, a voice suspiciously sounding like May itched into his brain. He didn't want to listen to that voice. That voice would say that Ned knew something - that he could potentially be right.

That Peter had the soldier disease.

"Mr. Parker?" The teacher's calm voice shook Peter from his daze. "Can you tell me what belongs in the parenthesis if we have a base of two and the log equals six." Peter stared at the blurry numbers. Oh, wait he saw this problem last night.

"Um, sixty-four?"

"Right! Now, if everyone can get out the homework from last night." The teacher continued to lecture.

Okay, okay, now all he had to do is focus on the logarithms. Not on some stupid theory Ned had – just logarithms. Mechanically, he reached for the homework he completed last night.

The numbers scrambled all over the chalkboard. What? The exponent being a fraction in a log? That didn't even make sense. Focus, Parker. If we had log sixty-four of two-

The door creaked open, slamming closed suddenly, as a late punk girl stubbled in uncaringly.

Peter flinched at the sound.

Breathe, Parker. Just the door. Nothing's wrong. Man, some days he really hated having super hearing.

As the girl walked by, Peter smelled a strong perfume, something lavender. The smell made him freeze; he knew that smell.

A bullet headed toward him.

Peter jumped in his seat, moving his head to the side instinctively.

Thu-ump. Thu-ump. Thu-ump.

He needed to stop the perfume covered woman before she did any more damage. A man lay in his own blood, but the two kids - around twelve and six - sat bound but uninjured. The woman had gone ballistic after she discovered raunchy text message exchanges between her husband and another woman. After some of her own investigating, the woman learned that her truck-driver husband had an entire other secret family. The man had been leading a double life.

If Spider-Man could maneuver himself on the ceiling, he could possibly climb to the ceiling and sneak up on the woman, who held two pistols. One foot out of place, one misstep, and the kids would be dead.

Thu-ump. Thu-ump. Thu-ump.

The woman continued a large rant – as if the two children destroyed the marriage themselves. The children cried hysterically, the oldest begging for her and her brother's life. The woman laughed hysterically, taunting the children with the two guns.

Spider-Man slowly maneuvered himself on the ceiling, trying to place himself directly above the woman to grab the guns. Almost there. The woman looked above her and smiled, firing a shot. She had spotted Spider-Man. Spider-Man froze.

"Look, how about we let these two go, and we can talk this out," Spider-Man stated, dropping from the ceiling and onto his feet, holding his hands up in a non-threatening gesture. The woman shook her head furiously.

"They ruined my marriage, these bastard children ruined my Disney dream," the woman yelled. Spider-Man felt his spider-sense tingle. He needed to get the two kids to safety. Spider-Man fired two webs at the two children, trying to pull them out of the way. He pulled the youngest toward him. The other web stayed empty. Spider-Man had missed her. She had moved, running toward the woman in an act of heroism.

The woman fired.

The oldest fell to the ground, laying still.

Thu-ump. Thu-ump. Thu-ump.

He wanted to shout to stop, but his voice remained locked. He couldn't move. He couldn't stop the bullet. He couldn't save the kid. He couldn't move. He couldn't be fast enough. He had failed. He was Spider-Man but let someone die at his hands.

Thu-ump. Thu-ump. Thu-ump.

"Woah, what's wrong with Penis?" A male voice spoke quizzically. "He's like breathing weird."

"Shut up, Flash." A familiar female voice rang. This voice was a friend. A good friend. MJ. "Could you be any more of an ass?"

His vision suddenly came back to his classroom – unit circle and logarithms still displayed sloppily on the whiteboard. Eyes from around the room lingered on him. He wanted to hide. He didn't want to be looked at.

"Mr. Parker?" His teacher said gently, her face bent down to meet his. When had she gotten there? "Do you need to see the nurse?"

Peter couldn't respond. He couldn't talk. Why couldn't he talk? He needed to talk. Talk, Spider-Man!

He choked on a breath.

"I'll take him, Ms. K," Ned spoke for him. Ned stood, motioning for Peter to follow. Peter followed blindly, not really able to think, and bumping slightly on the doorframe on his way out. He needed out of the math class. Out. Out. Out. He looked around into the empty hall.

Unsafe. School was unsafe. Toomes could find him at school. Liz's dad could have a man attack him at school.

Toomes could have the school collapse on him.

Help! He's down here! He needs help! He can't breathe! He needed out! Out, out, out! Let him out, let him out! The building – it wasn't safe! He needed to get out before it fell – before Liz's dad tried to murder him in cold blood again.

Wait, no. He stared down the hallway. This was school. School didn't fall on him. Only a warehouse could fall on him.

No, no Toomes could have the school fall on him too. No building was safe.

Locker. Spider-Man outfit. He needed to go somewhere. He needed Spider-Man. He needed air. Swinging could help. Swinging was safe. Spider-Man was safe.

"Peter! Pete! Slow down!" Ned's voice distorted in Peter's ears. Peter stopped. Ned could help.

"I need o-out!" Peter cried like a child, looking at Ned like a lifeline. His harbored breaths quickening with every second. "I don't wanna be here! I don't wanna be here!"

"Peter, it's okay, I've got you," Ned placed his arm on Peter's shoulder to try to comfort him. Peter stumbled back.

"Don't – don't touch me!" He shouted hysterically, pushing Ned furiously away from him. Ned stumbled back but caught himself before he could fall.

"Sorry, sorry! No touching, see?" Ned raised his hands in front of his chest. "See? Pete, Pete, please just look at me." Peter's wild eyes met Ned's, desperate for an escape or an answer. He wanted out. He just wanted out. He wanted to be safe. Here wasn't safe. "Just breathe with me, Pete, okay? That's it, buddy, in and out. Through the nose and out through the mouth. Like we did on yoga day in gym."

Peter breathed. In and out. In and out. In and out.

No, no, no, he couldn't breathe. The water filled his lungs as he struggled in the parachute for air.

"Pete, please just focus on me, look at me man, alright? Just look at me and breathe with me. In with me, out with me. In with me, out with me. There you go. Here let's sit over here." Ned continued breathing, trying to get Peter to sit with him in the empty space between a set of lockers. Peter followed wordlessly, realizing his legs shook furiously.

The tightness in his throat slowly diminished, as his lungs gained the air they needed. The blurriness that filled his vision slowly diminished. The urgency that plagued him slowly faded, as he came to reality. Shame rose within him, staring at the lockers ahead of him.

"I – I'm sorry." Peter apologized, rubbing at his eyes furiously. "God, I'm losing it. I'm officially losing my mind. Insane Parker. That's what Flash should be calling me next." Reality struck with Peter that he had just freaked out in front of his class. Flash had saw. MJ had saw. His teacher had saw. Peter's heart began to beat rapidly within his chest. "Oh my god, oh my god I just freaked out in front of everyone. Oh my god they're gonna think I'm crazy holy shit, I'm crazy. I'm insane I-," Peter quickly stood, yet again on his feet. Ned following suit, uncertainty shining in his eyes.

"Pete, you're not crazy, you're just going through some stuff. This is normal for someone who's been through what you have, dude," Ned reassured, but Peter continued to shake your head.

"You don't – you don't get it! L – Lisa was wearing a perfume and it freaked me out! Who get's freaked out over freakin' perfume!" Peter's eyes began to brim with tears, feeling his breath begin to quicken again. Not again. Not again. He needed out. He needed safe, and all school couldn't be safe because Liz's dad and perfume and people laughing at him for freaking out. He wanted May. He wanted his bed.

He wanted Spider-Man. Spider-Man brought safety. He couldn't freak out like this as Spider-Man. Spider-Man was fast, strong, smart, brave - a superhero. When he had the suit, he could be stronger. Nobody could see his face, and he could not look like a fool.

He was Spider-Man, but Spider-Man wasn't anything like Peter Parker.

His heart skipped a beat. Safety, he wanted safe. Nowhere was safe. He wasn't safe.

"Woah, woah, woah, Pete you're just working yourself up again-!"

"I'm – I'm gonna go. I – I gotta – I gotta leave. I'm – I'm going home," Peter said, zipping open and taking out all of his books to get to his Spider-Man suit. Ned's eyes went wide.

"Peter, I don't think that's a good idea." Ned held out his arm, to attempt to stop Peter from bolting. "You're gonna get hurt tryin' to swing while your like this."

"I'll – I'll be fine, Ned. I'll be fine. I got – I gotta go. I gotta get out of here." Peter clumsily grabbed the suit, being the most inconspicuous Ned had ever seen. He balled it up in his hands.

Peter searched the hall for anyone coming. Nobody. Good.

He bolted toward the nearest exit.

"Wait! Peter!" Ned attempted to call after him. "You left your phone! You can't be swinging while you're like this!" Ned's voice began to fade. "You can get hurt!"

Peter didn't care. All he wanted was out.


	2. Superheroes Don't Need Assistance

It took Peter five minutes to pick an alley and change into his alter ego. Five minutes too long.

His heart felt like it rode on a bike with no breaks. His stomach still felt like butterflies, and his breathing continued to be in short increments. He needed so swing.

"Hello, Peter," Karen's voice echoed in his mask, as Peter slammed the suit to fit him. "You're here early today, has school been canceled?"

"No, Karen, just I – I just couldn't be there." Peter stated beginning to climb up the alley, dirty grey wall. He wanted a running start before he went off swinging.

"I have been programmed to remind you that you have promised your aunt to not leave school until it was finished unless the world was in imminent mortal danger. According to my radars, the Earth is in no more danger than usual."

Peter's heart skipped a beat. He couldn't go back. Not now.

"Your heart rate has increased. You seem to be in severe distress. Shall I phone Mr. Stark?"

"No, no no, it's ok!" Peter spoke hurriedly, reaching the top of the roof. He lifted himself up with ease, climbing over the ledge of the roof. "No need to call Mr. Stark! Just feel- feeling stressed, it's all okay, Karen. I'm okay, I'm – I'm gonna be okay. I just – I just need to swing."

"Very well. Please inform me if you wish to contact him."

"Will do, Karen." Peter breathed, staring at the slightly cloudy skies.

In and out. In and out. Just like he did with Ned.

"Okay, let's do this," He spoke out loud to no one in particular. He backed himself to the edge of roof, his back turned from the edge.

One. Two. Three.

With all of his might, he sprinted. The wind felt refreshing on his slightly sweaty skin, even though he only got a gist of it through his suit. Quickly, he reached the other side of the building and jumped.

Spider-Man allowed himself to free fall for only just a moment before pressing on his web shooters. The webs flew out and clung to a nearby building. Spider-Man flung himself forward, using only a small thread lead him like a vine and letting the wind take him. He closed his eyes, breathing out. The air gave a refreshment that he desperately yearned. No restrictions. No destination. Just flying through the air feeling free.

He passed by Delmar's little grocery store being reconstructed. The man didn't have much money, but his popularity with the Queen's locals and regulars were enough to get him a decent amount of money for reconstruction. He may not have a lot, but the man held his head high.

Just another reason why his deli was the best in New York.

He wondered if one day maybe he could be just as cool as that man. Just living a simple life of selling sandwiches and petting a cat. Mr. Delmar, Peter thought, lived a fulfilling life – one others should strive to have.

What a dream. Not something that he would ever do, but definitely a good life.

Maybe he could try working for the guy when he got a little older. Help Aunt May with all the bills and new backpacks that he'd keep buying. Peter felt some sort of obligation to help the man as well, especially since that whole he kind of help blow up his store as Spider-Man.

"Incoming call from Mr. Stark." Karen's voice rang within his mask. Peter groaned, continuing on his journey through Queens.

"I thought I told you not to call him!"

"I have not phoned Mr. Stark. He seems to have done so on his own accord." Oh, Mr. Stark must have saw his tracker leave Midtown during school hours. "Shall I pick it up?"

"No, no ignore it. I don't want to talk to him right now."

"Very well." Peter sighed in relief. Another ring buzzed in his ear.

"Sir, Mr. Stark is overriding your wishes to ignore his call."

"Ugh, whyyy," Peter whined to himself, as he passed another few alleys. Now that he saw it, he was getting closer to the deeper city portions of the town.

"Kid," Mr. Stark's bearded face popped up onto Peter's line of vision, his face lined with worry. From what Peter could see, he was sat in one of his labs, grease covering him head to toe. He must have been working on another project. Peter felt no need to flatter the man, feeling the anger rise into his chest yet again. "Woah, kid, you look like got hit by a bus. You doing okay?"

"Will people quit telling me that? I'm peachy, fine, good, whatever." He snapped, flipping into the air. He jumped off the ledge and continued again. Mr. Stark frowned.

"Hmm, is that so? Because I just got a call from your phone from a so called 'Guy-in-the-chair' saying a little spider left school in a hurry." Peter's face flushed. "Wanna explain that?"

"No." Peter replied shortly, flinging himself over a building ledge.

"Oh? And why would that be?"

"Because I don't want to," Peter stated bluntly, irritation lurking onto his features. He skipped past another few buildings, doing a slight turn as he swung.

"I'm not liking this attitude kid." Mr. Stark paused, seemingly unable to know on what to say. "What is going on with you?"

"Nothing at all." Peter paused, before muttering as an afterthought, "Not like you'd care anyway." A flash of hurt flooded across Mr. Stark's expression, but it was gone as quickly as it had come.

"Excuse me? Did I just hear what I thought I heard? Because I better not have heard what I thought I just did." A fire engine siren roared below Peter, causing him to avert his gaze from his mentor's face lingering on the screen. A fire burned in the distance, and Spider-Man directed his route swinging towards there.

"Look, Mr. Stark. I've gotta go. Karen, end call."

"Don't you-" Mr. Stark's face disappeared as quickly as it had appeared. Spider-Man quickly whipped through the streets, trying to reach the building before it collapsed. People surrounded the building in horror, covering their hands over their eyes watching in disbelief as the apartment complex's smoke flooded the surrounding areas. The air reeked of ash.

The apartment complex top half of the building became more engulfed in fire as time went by. There had to be at least fifteen floors to it, and from what Spider-Man could guess, the fire started on one of the upper floors. If he didn't quickly get the people out and help the firefighters, the fire could get way too out of control.

Spider-Man allowed himself to go to the ground to talk to a few police officers, blockading a man from entering the building. People flooded from the same doors the officers blocked, desperately running for their lives.

"My daughter! My daughter's up there! She's in a wheelchair, she can't get out on her own!" A dark, skinny man shouted, struggling in desperation against three officers, forcing the man backward. "I need to get her! I've got to get my daughter! Please! Please let me through! Please!" Spider-Man quickly ran over to help. "Oh, thank god, Spider-Man. Please, they won't let me in! My daughter- she - she's in room 805! Please help her!"

"On it!" Spider-Man saluted the man and pushed past the officers, running into the building head first. People pushed him aside, some carrying children and elderly racing out of the building. Spider-Man couldn't focus on them at the moment. He needed to save that man's helpless daughter before it was too late. He didn't bother using the stairs, which still flooded with people running down for their lives, rather flinging himself upwards – bouncing from blocks of stairs to avoid the rush of people.

Sweat began to build in his suit, as he reached the stairway entrance onto floor eight. The hallway brimmed with orange and reds everywhere, no portion of the floor gaining mercy from the smothering flames. Spider-Man raced down the hall, trying to make out the numbers posted on each of the doors.

Spider-Man could hear coughs harshly echoing from behind the doorway. He jumped on his feet twice, trying to ease his nerves. He didn't remember what they told him in health class about what to do before or leaving a burning building. He grabbed the door handle, quickly pulling his hand away at the intensity of the heat.

Okay, couldn't open the door that way. A thought appeared in his head, and not thinking, he rammed his entire body into the wooden door, smashing it into pieces.

Smoke filled the air of the small apartment building, as fire roared over all of the family's personal belongings. A wheelchair lied engulfed in orange in the middle of the family room that sat just ahead of the opening door. Spider-Man squinted, trying to search every aspect of the apartment though the smoke for any form of person.

"Karen! Scan the place for any living person!" Spider-Man demanded, bouncing between the rubble in the kitchen and listening closely for any breathing.

"Scanning the area." Karen's robotic voice rang. "There appears to be a young girl trapped within the bathroom. However, the roof seems rather unstable. I predict that there is an eighty-six percent chance of collapse within the next minute." A map of where the girl's location popped in front of Spider-Man's screen. Great, just great. The one thing Peter freaked out about all day had a possibility of happening again. Honestly, it had to be that Parker luck right now.

But, now, he wasn't just Peter Parker. He was Spider-Man, and someone needed his help.

A wall of flames stood between Spider-Man and the bathroom area. Spider-Man took no time to jump between the flames and bounce into the drawn open bathroom door. Coughs issues from a small figure that Spider-Man could barely make out from beside the toilet. The nine-year-old seemed barely conscious at this point and tried to make herself as small as possible with her legs outstretched before her – her form looking as if she had crawled herself into the bathroom with her own strength. The tub filled with a small pool of water, as if the girl had attempted to turn on the faucet before the pipes refused to give her any more water. One of her bare hands were marked with the kiss of flame.

Burning engulfed every inch of the sink and outside area. The girl had to be seconds from being totally burned alive. It reminded Peter of the amount of flames on the beach fighting the Vulture.

Focus.

Spider-Man once again jumped through walls of flame. Pieces of the roof began to fall on his head, causing him to freeze only for a moment. He shook his head, as if to leave the thoughts away for another time.

Focus on the kid. Focus on the kid. Focus on the kid. Need to save the kid.

He scooped the girl into his arms, pressing her against his chest as much as he could. She grew still in his arms. In a moment of panic, Spider-Man quickly checked the girl for a heartbeat. The rhythm of her heart was dull, but there, nonetheless. He needed to get out quick, realizing that she could suffocate with more exposure to the smoke. He needed a plan, fast. The young girl's small body didn't have much time.

More pieces of rubble began to fall from the ceiling, landing all around Peter. Focus. Covering as much as he could of the kid, he jumped yet again through the flames. Not even seconds later, the bathroom's full roof collapsed in on itself. He could've been under there.

Hey, please! I'm stuck! I'm down here!

No, no focus.

Window, he needed a window. Weariness began to settle in, but Spider-Man kept pushing more adrenaline flowing through his body. He needed to save her.

"Karen, is there a window I can get out of?" Peter whispered, as he squinted his eyes through the smoke. The greyness covered the entire building thickly, to where Spider-Man with his heightened vision even struggled to see.

"The only one accessible is the one in the kid's bedroom. Hurry, you do not have much time before it becomes inaccessible." Spider-Man took Karen's heeding seriously and quickly bolted. The room barely had access to anywhere. Flames erupting from every aspect of the room - the old furniture and bed wrapped within the hugs of fire. Debris lay scattered throughout, and Spider-Man could see a large hole revealing apartments above.

The window lied at the other side of the room. He needed to think of this as a maze level of a video game.

His Spidey sense went off and Spider-Man quickly turned his back to a wall of fire that rose suddenly from the ground. Okay, so not a maze anymore. More like a giant fire wall in front of him with a ton of bricks. This was going to suck.

Without thinking, he tore off his mask, coughing desperately as his lungs became poisoned from the Carbon Monoxide surrounding him. He placed the mask on the small girl and closed his eyes. The only way to get this girl to safety was through the wall of fire.

Wrapping both arms tightly around the small girl, he jumped through the fire. Heat illumined from all around him for a brief moment, nothing else seen but fire, until it disappeared at the window came before him.

Now, he needed to break it without his face being seen. He adjusted himself to lay on the floor, laying the child against the wall, as he grabbed a large piece of rubble. The fire creeped slowly toward him, but it lingered far enough away to give himself space to lay. The rock grasped into his hand, with all his might, he flung it towards the window covering the young girl to avoid her being littered with glass.

Glass shattered over his suit but didn't scratch him in the slightest. Sighing, Spider-Man gently removed the mask from the young girl's face and placing it on his own. He couldn't have the outside know who he was. The girl blinked up at him sleepily.

"Spider-Man?" She weakly mumbled, her dazed eyes racked with confusion.

"Hi there, everything's gonna be okay, okay? Just stay with me a little longer, we're almost out of here." The small girl nodded, as Spider-Man lifted her again into his arms yet again. The fire flared up behind him, as he climbed through the broken glass of the window. It was too close for comfort, the heat radiating to an almost unbearable level.

He looked down towards the ground, the people looking like small Lego pieces in a large playset. The sun beamed down into his eyes mercilessly, as Spider-Man searched for a way down. The firefighters hadn't seemed to notice him, due to the chaos spiraling on the ground. The building shook and Spider-Man held the girl closer to his chest with both of his arms, planting his sticky feet onto the window in a desperation. Almost there, just had to reach the ground.

Spider-Man searched the sky for a building to swing too, but something caught his attention. A flash of red beamed in the sky, quickly zooming towards him. He knew as soon as he saw a flash of yellow entangled with the red.

"Need a little help do we?" Mr. Stark's voice rang, his suit hovering before him. Spider-Man didn't say a word, before handing the small girl over to Iron Man. Mr. Stark gently took the girl down below to the EMTs flowing throughout the parking lot everyone from the building lingered. Spider-Man quickly ran down a portion of the wall, gaining momentum away from the fire on the eighth floor. Glancing up, he saw that the fire fighters worked tirelessly to spray water onto the flames.

Before Spider-Man got a chance to help, Iron Man quickly flew into a sky, his hands carrying a large hose in his iron hands. Everything seemed alright, they didn't need his help anymore.

He didn't necessarily want to be here anymore anyway.

Spider-Man flung himself forward, using his webs to stick him to a nearby fairly low tree – his back nearly being torn by the concrete below. A faint thankful cry came from the man, as he sat in the back of an ambulance and Peter saluted the man with his fingers before taking off once again.

His eyes and body seemed to be hit with an exhaustion streak all at once. He flung himself over to a nearby ten-story flat rooftop. It seemed rather bland for a rooftop with the concrete looking white as a sidewalk and a few pipes sticking out above the top.

Peter paced back and forth. He knew that Mr. Stark had to be angry with him, especially that tone of voice he gave when he grabbed that girl from him. He knew that he shouldn't have hung up on the man like last time, but he didn't know what other plan of action he could have taken.

He didn't want to be forced back at school. The place where he had freaked out and made himself look like a nutcase all over a smell of perfume.

Not even a moment later, Iron Man flew onto the rooftop, Mr. Stark walking out of the shiny armor. His face inched with grease like Peter saw in the video call. Yeah, he had to have been in the middle of some sort of tinkering when he put on that suit.

"Tell me something," Mr. Stark began, crossing his arms over his chest and moving closer to where Peter stood. "What is it about you hanging up on me while throwing yourself into dangerous situations?' Peter ignored his gaze.

"I don't wanna talk," Peter mumbled, plopping himself down to the side off the roof, exhaustion settling in at full capacity. He took his mask and threw it to the side of him. He couldn't wear it any more. It restricted his face. He needed to breathe.

"Oh, I'm sorry, you lost that privilege the moment you left that school building this morning, then worried me half to death by jumping into a burning building!" Mr. Stark shouted in frustration. "Your suit isn't fireproof! Why didn't you just ask me for help? I was on the phone right with you!" Peter's didn't reply, just averted his gaze and fiddled with his gloves. "Well?"

"I could do it myself," Peter muttered without any confidence. He barely got himself and that small girl out of there, and the roof started collapsing. "I did do it myself. I saved that girl."

It could've fell on him again.

"Could and should are two separate things," Mr. Stark's voice rang, allowing Peter to snap out of thinking of the roof. Mr. Stark rubbed his eyes with two of his fingers. "Do you know the absolute heart attack you gave me that, the moment you hung up the phone with me, I see that you ran into a burning building – head first! And believe me I have enough heart problems as it is!" He pointed to where his arc reactor use to lie on his chest. "That's not even going over the fact that I get a call from your so called 'guy in the chair' flipping out over you. And the minute I try to call you to see what in the hell is going on – you just block me out!" He paused, letting out a sigh of frustration. "What is going on with you kid?"

This was it. The moment Mr. Stark was going to abandon him forever. Peter would have to tell Mr. Stark everything that was wrong and be judged. He'd be told that superheros didn't act the way he did. That he was too much of a child to do anything to help anyone. Mr. Stark was going to take his suit forever, and he'd have to go back to his old one. The one with minimal protections and precautions to help him when he got hurt.

The suit he couldn't get help with when a building fell on him.

The building. Oh god, the building almost fell on top of him again. He could've been trapped under that ton of rubble with that kid. If he had the old suit, that kid would've been a definite goner and it would've been his fault.

His voice hitched, as tears began to flood into his eyes. Everything became overwhelming. There had to be too much noise everywhere, from the birds, the train in the distance, to Mr. Stark's slight breaths.

Mr. Stark.

Mr. Stark could see him. Oh no, Mr. Stark could see him breathing stupidly and acting like an idiot. Mr. Stark was going to take the suit. He was alone. He couldn't keep his promise to Uncle Ben. The building came crashing on top of his body. He glanced into his dull reflection in a puddle of water.

'If your nothing without the suit, then you shouldn't have it.' The memory of Mr. Stark's voice bore into Peter's eardrums. He could be something without the suit. He could, he really could. But, that suit. That suit meant someone could always help him. That suit gave him Karen to assist him. That suit could never let him be alone again.

"Woah, woah there, Pete? You with me, kid?" Mr. Stark's startled voice rang, bending down to his level and making sure his eyes locked with Peter's. They were riddled with a concerned expression that Peter didn't like. If he worried Mr. Stark, then he'd take the suit. If he took the suit, he'd be alone.

He didn't want anyone else to leave him like Ben did. Like his parents did.

The butterflies in his stomach began to churn. His brain began to go into compromise mode.

"I'm sorry – I'm sorry! I won't freak out – I won't freak out! I didn't – I didn't mean to – I didn't mean what I said earlier. I – I – I wasn't thinking. You – I – can't - I promise I'll be better! Don't take – don't take it away from me again!" Peter begged, the edge in his voice returning. Mr. Stark stared at him, his mouth agape. Peter continued, "I'll be better – I'll be better. See, see, I'm – I'm getting up! I'm better all better. I'm not being bad – I – I – I – I'll go swing home now! Thank – thank – thank for coming. Help appreciate." Peter turned, forcing himself to come to his feet. Mr. Stark followed suit, his startled expression never itching from his face.

Peter stood, his whole body shuttered in tremors. Not again, not again, not again. Not in front of Mr. Stark, not now. He couldn't breathe. He needed to leave.

He couldn't do this. Not in front Mr. Stark.

Peter stumbled, trying to shoot a web to swing. His foot fell to the side, and his web flew into the sky, not sticking onto anything. He missed. Mr. Stark saw him miss. The web it didn't go. He didn't. He couldn't.

"Kid, kid woah there. Don't go swinging on me now, just stay with me." Mr. Stark frowned, trying to get Peter to stay in place. Peter paced around the roof, grabbing handfuls of his hair desperately in frustration.

"I need – I need to-!"

"Kid, right now, you need to stick with me, okay? Eyes on me, that's it, just look at me." Mr. Stark's voice rang with a concern that Peter had never heard from the man. It made him freeze.

"I – I staying."

"Good, that's what I like to hear." Mr. Stark eyes bore into Peter's. He slowly moved toward Peter, his actions deliberate so Peter knew exactly what he was doing. He wrapped his hands around Peter's wrists and slowly moved Peter's hands away from his hair. "There, we don't want none of that do we?"

Peter shook his head, trying to listen to every word Mr. Stark told him. He couldn't control his breathing. He was going to die. Mr. Stark had to be thinking a mile a minute, seemingly out of place.

"How about you tell me something, will you?" Mr. Stark continued. "What's something you can touch right now? What's it feel like?"

Peter couldn't feel. He didn't want to. He didn't want to think about everything that's happened to him. He didn't want to feel.

He couldn't breathe.

"I – I can't! I – can't f-feel-!" Peter stuttered out, feeling the urge to grasp his hair yet again.

"Yes, you can, kid. Just try for me, alright? What can your fingers touch?" Mr. Stark rubbed his hand against the rough concrete of the ledge of the roof, keeping calm and collective through Peter's labored breaths. "Like I can feel the bumpy ledge. It's kinda cold right now, really rough, kinda like a sidewalk or some gravel road. Your turn; what can your fingers feel?" Peter sniffled.

"I – I can feel my glov – gloves." He stuttered out.

"Yeah? What'd they feel like?" Mr. Stark prompted.

"They, they're elastic-y. L – Like they're stuck to me – me" He rubbed his hand across the roof, mimicking Mr. Stark's previous action. "A – And I can feel – feel the bumps on the roof they – they're really bumpy." Mr. Stark hummed approvingly.

"Yeah, this roof's definitely got some bumps in it. No idea if it's a good or bad thing, but hey, I just build robots, not large New York City buildings." Peter gave a small watery giggle, as Mr. Stark continued. "How about what you can see? I see the blue sky and the really poofy clouds. That cloud," Mr. Stark directed Peter's attention to a cloud above. "Reminds me of a burrito. Not sure why, but definitely a burrito shaped cloud. " He patted his stomach dramatically. "We're definitely getting food after this, on me. Your turn. Whatcha see?"

"I, uh, I see the bumpy roof." Peter's eyes darted around, trying to think of something other than the sky. His breathing started becoming quicken again, as he felt anxiety rise. What if he said the wrong thing? What if this was a trick question? "Um, I dunno." Mr. Stark seemed like he read his mind.

"Come on, Pete, just anything you can see. Doesn't matter what it is."

"I see – I see you," Peter stated point blank. Mr. Stark smiled.

"Alright, and what about me do you see."

"I, um, I dunno. I see that you – you have a beard."

"And a great beard it is," Mr. Stark stroked his beard with a smug grin. Peter laughed. Now that Peter thought about it, Mr. Stark did have a pretty neato beard. "What about something you can smell? Mmmm I smell whatever that pizza shop is around here. Scratch the burritos. I think we're getting pizza. What about you; do you smell it?"

"Yeah, yeah I do." Peter breathed in deep, focusing on the smell of the aroma of pepperoni, heavenly sauce, and gooey cheese. "I think I can smell garlic bread too. Mr. Stark, you're making me hungry."

"We'll get that pizza in a few don't you worry kid. Let's just relax our shoulders first, alright? Put your shoulders up to your head and make your muscles really tight. Like this," Mr. Stark shoulders bunched up super tight, then released them like they weighed nothing. Peter followed suit, realizing how much tension the back of his neck held. He rubbed it for a moment, trying to let his muscles ease. Mr. Stark smiled.

"Nice job, kid. Whatcha say, we get off this roof, you change into one of those science pun shirts, and we go get some pizza." Mr. Stark held out his hand to help him up. Peter took it graciously, coming to his feet.

His legs felt slightly weak, as if he could buckle any second. He could feel his head pounding greatly, and exhaustion settling in. But he paid it no mind. Right now, he needed a break and some gooey pizza.

"We'll talk about all this later, alright?" Mr. Stark paused. "Just know, that I do care about you alright? I'm sorry if I gave you a reason to doubt that." He turned, shoving his hands into his pockets and walking away towards his Iron Man suit. Peter stared, unable to think of the right words. He knew his mentor cared about him to an extent, but deep down he felt bitter and upset with the man.

He'd have his talk with Mr. Stark later. Then, he'd know exactly what to say. He just needed to get some pizza in his system. Maybe a nap if he could be allowed.

Right after he figured out where he put his clothes.


	3. Superheroes Don't Need Therapy

Peter could never get over the sight of Mr. Stark in his apartment.

Three large boxes of pizza spread all over the coffee table in the family room, the heavenly aroma filling the entire apartment. Aunt May usually wasn't a huge fan of eating in the non-kitchen area, something about her being tired of cleaning up piles of crumbs, but Peter couldn't mutter the words to tell Mr. Stark that. May would only get jokingly mad anyway.

Peter laid on the large sofa in front of the TV, his entire body filling the entire couch space. Mr. Stark leaned into the chair beside Peter, sitting quieter than Peter had ever seen him. Mr. Stark nibbled on a slice of pizza, just staring at the blank TV ahead, as if something interesting were playing.

It felt awkward.

Peter grabbed the remote on the nearest end table and flicked it on. A documentary of some absurd bird blared throughout the apartment, and if Mr. Stark minded, he didn't say as much. He just continued watching and munching on his pizza.

Peter mindlessly stared at the TV, thinking about how the day's events played. Guilt welled in the depths of his stomach like butterflies attempting to escape. Who makes themselves look so stupid in front of his class? Who freaks out over nothing to the point they can't breathe? What kind of person freaks out in front of freakin' Iron Man?

But Mr. Stark wasn't just Iron Man anymore. Peter didn't know when, but every time he thought of Mr. Stark, it wasn't just Iron Man or the billionaire or the tech genius. It was just Mr. Stark: the man who sat beside him on the roof. It was Mr. Stark the man who'd watch movies with him. It was Mr. Stark the man who'd made his suit and tried to see if he was alright.

He didn't want the man to hate him.

The exhaustion hit him like a bag of bricks. Peter closed his eyes. Maybe only for just a second.

The clock's green light blared throughout the completely dark room. 7:43pm. Holy moly. When did he get in his bed?

Peter sat upright, rubbing his eyes with his fists. It couldn't be this late at night. He had to of fallen asleep at around two. Peter guessed the last few nights of no sleep had to have caught up with him. He stretched his arms above his head.

Muffled voices issued from the other room, and Peter concentrated intently on them.

"-so tired all the time." Aunt May's exhausted voice issued. Right, she got off work like half-an-hour ago. "He's so overwhelmed and just after that whole thing with the plane, and the me finding out, and school. And now he's skipping school and jumping into a fire and just," She sighed. Peter could just picture her rubbing her face. "I'm just really not sure what to do anymore. Ben was – he was so much better at this than I am. I just feel so helpless. I don't even know what to do."

"May," Mr. Stark's genuine voice echoed. Peter wouldn't admit it to himself, but the fact the man was still here surprised him greatly. "Believe me when I say this, because trust me, I don't say this to just anyone. But, you are honestly one of the strongest woman I know," Mr. Stark paused, seemingly actually thinking carefully about his next words. "I can't give you all the answers, because frankly, I don't even know them myself. But rest assure you, I'll be here."

"Tony – I don't – I honestly don't know what to say. Thank you."

"Don't thank me quite yet," Mr. Stark laughed humorlessly. "Kid told me what he really feels today. Thinks I don't care about him." Peter shifted in his bed, feeling uncomfortable. He knew he should stop listening to the conversation at this point, but he couldn't stop himself.

"I'm sure he didn't mean that. He's a teenager. They say things they don't mean when they're upset. Don't take it too much to heart."

"That's the thing though, isn't it? If he said it, he's got to have a feeling somewhere that I don't care, and that's not acceptable." He paused. "I've made many mistakes in my life, and I can't – just can't – make another mistake with him. I've made too many as it is."

"Tony, it's hard to hear this, but you're going to make many many more mistakes."

"Wow, thanks May. Glad you're on my side." Aunt May chuckled.

"I am on your side. As much as I've been against it in the past, we're on the same boat. Something you have to realize is that you're not going to be perfect. I'm not perfect, you're not perfect, and we can't expect that of ourselves. We just have to admit our mistakes and know that the choices we make are in Peter's best interest. And just because you make a mistake, doesn't mean Peter will love you any less."

"Those are some wise words there. Kind of sounds like my therapist."

"Hope that's a compliment, Stark."

"Oh, it definitely is, my therapist is my favorite person. Now, if you were talking one of those fake-os like Dr. Phil, that'd be an insult."

"Well, I can't take all the credit, you know. Ben was the one who'd tell me that whenever I was in a rut."

"He sounds like he was a remarkable man."

"More than remarkable, absolutely extraordinary. Smart, kind, funny, brave, loving. All the good qualities Peter seemed to have picked up. Except a singing voice. Ben could sing beautifully, even tried to start a band at one point, but Peter, Lord, I love him to pieces, but he can barely handle a tune. Sounds like a cat being ran over. Wow, how did I get to be so lucky."

Warmth filled Peter. He adored his Aunt more than any other person in this world. He had to be the lucky one.

"Here, let me show you something," Aunt May continued, her chair squeaking. Peter could hear her rustling through something, but he couldn't get a clue what.

Silence dwelled in the air, as Peter stomach rumbled. He knew he'd have to face his aunt and Mr. Stark at some point, but he didn't want to. Today had been filled with a roller-coaster of emotions, and he felt unsure if he wanted to deal with them.

Sighing, he gathered himself and changed into a pair of pajama pants, leaving his science T-shirt on. He opened his door and left his room.

Aunt May and Mr. Stark sat at the kitchen a hot cup of coco resting in their hands. May seemed relaxed, her hair tied up in a messy bun and her FEAST jacket hanging off her chair. Mr. Stark propped his head up with his elbows, going through what seemed to be a photo album of Peter's family. Why would he be interested in that?

Both heads turned toward Peter.

"Oh, honey," Aunt May rushed forward, her arms wrapping tightly around Peter. Peter melted into her embrace. "I heard about the fire."

"I'm okay, Aunt May," he muttered into her shoulder.

"You feeling better? Tony says you've been asleep since two."

"Yeah." He murmured. Aunt May let go, placing her hands onto Peter's shoulders and looking over him intently.

"Pete, honey, I love you very much, but we really need to have a talk. All three of us. Skipping school? Jumping into a burning building and hanging up on Tony? Honey, I'm starting to get really worried about you. What is going on?"

"I didn't sleep last night." Peter blurted out, averting his gaze from May.

"What?" Aunt May spoke, taken aback. "Why didn't you sleep? Were you out Spidermaning past curfew?"

"No, no Spidermaning. I just – I didn't want to, even though I was tired."

"Honey, that doesn't make sense." She shook her head. Peter shrugged. "Here how about we go sit at the table and talk. You want some hot chocolate?"

"Yes, please, with extra marshmallows?"

"Sure, hon." Aunt May kissed his head. She began to make the hot chocolate, while Peter sat himself next to Mr. Stark. Peter avoided looking at him, feeling the shame from earlier reappear. He didn't know how he could face the man after his episode today.

"You doing okay?" Mr. Stark asked, looking up from the photo album. Peter wasn't fooled by his turning of the pages. He knew that Mr. Stark had been listening and watching everything.

"Yeah. Sorry about earlier," Peter mumbled in embarrassment.

"Don't worry about it, kid. Believe it or not I've done the same thing." Mr. Stark turned a page, startled at the photo he spotted.

Peter lifted his head and glancing at the photo. His seven-year-old face decked out in an Iron Man mask and expo shirt smushed between his aunt and uncle. Uncle Ben's face looked at Peter with laugher at something that Peter wished he could remember. Aunt May's eyes were staring at Ben, her face contorted into an amused smile, but trying her hardest to not laugh. They stood in front of a large sign that said: 'STARK EXPO'.

"You saved Peter's life that day," Aunt May said, carrying over a hot chocolate to Peter. Peter gave a soft thanks, as she sat in the other chair beside Peter. Mr. Stark stared.

"I thought I could stop a robot with a dumb glove Ben got me," Peter continued. Mr. Stark turned to him, waiting for him to continue. "You saved me just in time, then flew away."

"Even then this kid knew how to scare the living crap outta me," Aunt May smiled. Peter smiled back. He knew a lot of his superheroing – especially after she learned the whole thing with the Vulture – scared her dearly. Even then, he never felt unloved by his aunt.

"Kind of like he did to me today," Mr. Stark chimed in. Peter's eyes widened, his smile dropping. Guilt flooded over him in waves. Mr. Stark hated him.

"Relax, I'm not mad." Mr. Stark continued frowning. He paused as if he were analyzing every detail about Peter. Peter squirmed, dropping his gaze to his lap and fiddling with his fingers absentmindedly.

"Kid, your acting like I'm gonna explode on you or something." Mr. Stark added, breaking the brief silence. "What's got in your head that I don't care about you or something? Spill."

"I don't," Peter stumbled over his words. He couldn't form the right words. The words wouldn't add in his head. How could he tell Mr. Stark that he felt scared? Well, he didn't feel afraid of Mr. Stark, just other things.

Mr. Stark had gotten better. He'd changed on the time he was willing to put in with Peter. He'd let Peter come to the tower every other weekend and spent time with him. That felt great, and Peter was over the moon for it.

Anger boiled through his veins at distinct times too. All directed at nowhere, but he knew some was at Mr. Stark. Peter knew it didn't always have a rhyme or reason, but it was there. Mr. Stark didn't deserve this. He was doing his best, and Peter needed to do better.

On one hand, he didn't want Mr. Stark to hate him – which Peter thought had to be inevitable at this point, especially with how he treated him today. But, a small part of him could feel the betrayal, the abandonment, and the frustration well up inside. He didn't understand why.

Feelings jumbled in a confusing bunch. He didn't know why he couldn't sleep, or why Mr. Stark could make him mad, or why the perfume freaked him out at school. Pictures of times he wished to forget plagued him.

'Dude, it sounds like to me that you might be having like flashbacks or something.' Ned's voice rang distinctly in his head. Peter shook his head. Nope, he wasn't going to think about that. He didn't need to worry Aunt May and even Mr. Stark with himself.

He was in this on his own.

"I don't feel like that." Peter finished.

"Oh, okay, and I'm the King of Wakanda." Mr. Stark remarked, rolling his eyes. "You gotta be straight with me, kid, or we can't fix this whole – whatever this is."

"I am being straight with you," Peter defended, feeling irritation lurk on him. He took a large sip of his hot coco, letting the warmth cover him like a blanket. Don't get mad. Mr. Stark doesn't deserve it. Mr. Stark was going to hate Peter.

"Oh really? Because from where I'm standing it doesn't seem that way."

"Peter, we're just trying to help you," Aunt May spoke, shooting Mr. Stark a look. "Why don't we start over with this. Tell us about the sleep thing. Why didn't you sleep last night?"

"Didn't wanna." Peter mumbled.

"I know that much, but why honey?"

"I dunno."

"Peter, I've known you for your entire life, I can tell when your bsing me." May sighed, pushing Peter's hair out of his face. Peter eyes continued to stare into his lap. "I care about you so much, and so does Mr. Stark. You gotta tell us, honey, or we can't help you if you don't. I love you so so so much. I just want to help. We both want to help you."

Her expression broke a dam in Peter. A dam he wished he could keep from breaking in half.

Everything and anything he had thought about within the last few days blurted into a giant jumble. The perfume and freaking out in class. The way some nights he felt afraid to sleep. The way he felt afraid of the fire and the building collapsing on him.

His fear of his suit being taken again.

When Peter finished, he looked up from his lap. He couldn't look either of the eye. Embarrassment flooded his entire body – his face red, when had he started crying again?

"Oh, honey," Aunt May finally said, pulling Peter into her embrace. Peter accepted it greedily. He was so sick of crying. So sick of panicking. He just wanted help. "Shh, baby, you don't have to do this alone. We're gonna get through this. We love you, honey, we're gonna help you."

Peter didn't know how long he remained in Aunt May's embrace, but he wished it could've lasted forever. He pulled away, wiping his eyes and snotty nose with his sleeve. He dropped his arm, sniffing. Peter took another large sip of hot chocolate. It had gotten cold.

"Let me heat that up for you," Aunt May said, hastily getting out of her seat and placing Peter's hot chocolate in the microwave. She lingered around the microwave for a little longer after the beep, and Peter understood why. She really cared, but she needed a moment to herself. Peter would give it to her.

He sat, twiddling with his thumbs looking at nothing. He dared to glance at Mr. Stark and the butterflies rose as he did.

Mr. Stark rubbed his hands across his face multiple times, seemingly lost in how to handle this situation.

Peter met Mr. Stark's eyes, and he quickly averted them. Mr. Stark shook his head.

"Right, first things first, I'm calling the best people I've got and we're finding you a therapist." Mr. Stark said, getting out of his daze and standing from his chair and his shaky hands gathering his phone from his pockets. Why was he shaking?

"Mr. Stark, I don't-," Peter tried to rebuttal, standing out of impulse. Mr. Stark didn't need to do anything for him.

"Don't wanna hear it, kid," He stated, placing the phone up to his ear. "Hey Damion, it's Tony. Yeah, yeah, I'm doing fine been doing everything we talked about, feeling better than ever. Absolutely great. No, no really, I'm good, just wondering if you could take another client for me? Name's Peter Parker, one of the best kiddos I know. Fifteen. I know, I know but this one's a special one. Please, for me, please? Thank you so much. Four tomorrow work? Yeah, thanks Damion." He hung up the phone without another word.

"Mr. Stark?" Peter spoke, as Aunt May returned to the room with Peter's reheated hot coco. She placed it in front of Peter's abandoned chair. "You didn't have to do that." Mr. Stark sighed.

"I don't have to do anything ever and I never do anything I don't want to do. But that's the thing, kid, I want to help, and some day you'll get that though your head."

"I don't even know if I wanna go." Peter sighed. He'd been in therapy once a little after his parents died. He couldn't remember much, and it wasn't horrible, but he didn't remember it to be pleasant either. "It's not like every day's like today anyway."

"Just because you have good and bad days doesn't mean there's not something wrong," Aunt May chimed in. "Look, I'm not going to force you to go if you don't want to-," Mr. Stark opened his mouth to protest and Aunt May shot him another look. He remained silent. "But, I think it could be really good for you, honey."

"Can I think about it?" Peter tentatively asked, shifting his weight foot to foot. He gulped a large sip of his coco – the icky, old marshmallows being slimy to the taste. Ick.

"Of course." Not even a beat later a song filled the air from Mr. Stark's phone.

'~I want to know what love is~!' Mr. Stark held up a finger, placing the phone up to his ear. Peter snickered at the choice of ring tone.

"Hi, Honey, look I – I know I've missed like twenty calls but I've actually been doing something important today. What? Are you shitting me? This better not be some sort of joke. Okay, I'll be over when I can. No, just – hold tight. Look, I'll explain later. Bye, love you." Aunt May and Peter stared for an explanation. "It was Pepper."

"Is everything okay? She sounded worried." Aunt May asked.

"No need to worry, May, just a Capsical decided to waltz into town with his sidekick, C3PO."

"You mean Captain America and his best friend?" Peter spoke. He frowned. "I don't think Captain America's friend looks like C3PO."

"You haven't spent the quality time I have with him."

"What do they want?" Aunt May questioned, her brow furrowed in concern. Mr. Stark shrugged. "You going to be okay?" Peter looked between them puzzled. Since when had Aunt May known about the beef between Captain America and him? He knew it had been on the news, but she seemed to have a deeper understanding that even Peter didn't.

"Fine, we've actually been talking on the phone here and there." Mr. Stark shook his head. "Look, kid, I know that therapy isn't exactly something fun, but I've dealt with the same thing. PTSD is one hell of a thing to deal with."

"I don't have-" Peter immediately attempted to rebuttal.

"You might not." Mr. Stark interjected. "Hell, I'm praying to whatever the hells out there that you don't. I'm not here to say what's going on with you, but I do know for sure that therapy can certainly help out. That and talking to me or your aunt. Whenever you're ready."

"What about Spider-Man?" Peter verbalized.

"What about him?"

"I gotta tell whoever I'm with about him," Peter leaned against the far wall nervously. "And I don't want the world knowing who I am. Not yet."

"There's a thing called confidentiality, which means therapists aren't allowed to talk about whatever you talk about without permission." Mr. Stark leaned against the wall opposite of him, sneaking a glance at Aunt May, as if asking for reassurance for what he was saying. Weird. "And if you don't feel like that's enough, we'll figure it out. Trust me, kid, I'm here for you. Promise."

The promise felt there was more to it then just therapy. What else it held, Peter didn't know. It just felt like more.

Maybe, Mr. Stark didn't hate him after all.

"Okay, that makes sense. But, I, uh, still wanna think about it."

"You're one of the strongest people I know, kiddo. You'll get through this." Mr. Stark's phone buzzed again, making the man groan. "Okay, well I've got two impatient old men wondering throughout my tower, and I think I need to go take care of it. Stop by my place after school, even if you decide to not do the therapy." Peter nodded.

"Let me help you out," Aunt May offered. Peter knew she wanted to speak alone with Mr. Stark for a minute, and for once, Peter didn't feel the need to listen in.

"Would be honored."

"Pete, why don't you get some left-over pizza out of the fridge. From what Tony told me, you didn't even eat anything today." Peter agreed. It was the one reason he left his room in the first place, and he was absolutely starving.

Aunt May led Mr. Stark outside the apartment, the door giving a clank as she closed it. Peter could hear their muffled voices, but did his best to avoid listening in. Today had been one of the most exhausting days of his life, not weighing out Homecoming, but it was certainly close.

He opened the fridge, pulling out four large pieces of pizza. Aunt May always told him that eating pizza straight out of the fridge was like eating the refrigerator. But Peter thought she was crazy in that regard. Pizza could be eaten hot, cold, anything to be honest.

As Peter sat again in his chair, Aunt May softly closed the front door, her face extorting exhaustion. Peter knew it was a lot for her to deal with on top of everything else she dealt with, but for some reason, he couldn't get himself to feel guilty for telling her. Maybe it was better that he did.

"Peter, that better not be cold." Aunt May remarked. Peter gave a large grin with his mouth full. "Get out of here with that, that's gross."

"It's good though," Peter whined swallowing. He dramatically took another bite, making Aunt May roll her eyes. A smile lingered on her face nonetheless. "Mmmmm."

"Ick, Peter stop that."

"Okay, okay, but I'm not heating my pizza up." Peter yawned, feeling a wave of tiredness hit him. If Aunt May looked exhausted, Peter wondered how tired he really was.

"You ready for bed?" Peter shook his head. He didn't want to be alone right now – the thought of it being slightly scary. As tired as he felt, he just wanted his aunt.

"Could you just stay?" Aunt May's eyes shined in understanding.

"Of course, honey. Did you want to watch a movie?"

"Yes, please." Peter shoved the last piece of pizza in his mouth in one bite. Aunt May smiled lovingly, the whole cold pizza ordeal forgotten. Peter settled himself on the sofa, as Aunt May browsed through their DVDs.

"Do you think we could watch The Last Jedi?" Aunt May nodded, popping in the disk and settling herself closely to Peter on the couch. Peter rested his head against her shoulder, as she fiddled with his hair. Peter hadn't done this for a while, and it made him feel slightly like a little kid. He didn't care. He felt safe.

Peter's eyes were closed before the opening dialogue stopped scrolling.


	4. Superheroes Can't Get Murdered

Aunt May didn't make Peter go to school, and for it, he felt insanely grateful towards her. All he had to do is go to Mr. Stark's.

He spent most of the morning and early afternoon dozing on and off, only really getting up to use the bathroom and eating a few snacks out of the fridge. The street cars honking and people hollering at one another rang throughout his room, but he slept nonetheless, letting the soft bunkbed allow him to remain at ease.

The dreams he had were a mixture of random fragments, but nothing deadly or upsetting. For once in the past week, Peter could sleep in peace – out of his body's pure exhaustion or for another reason he couldn't be sure. He didn't want to dwell on thinking about reasons.

When the alarm from Aunt May's borrowed phone rang to awake him, he considered just bailing out on Mr. Stark's altogether. Peter's body screamed at him to take it easy and lounge around until tomorrow, but he knew that if he ditched, Mr. Stark would be disappointed. After yesterday, he definitely needed to make it up to the man.

So, he prepared for his day and headed out the door.

Reaching the Avengers compound, Peter quickly checked the time on his Aunt's phone. He had two hours until his appointment with the therapist Mr. Stark had set up.

Would he be upset that Peter turned up so early?

The harsh wind blew, and he shivered. He wished he had been smart enough to grab a coat before jumping on the subway. All he had to do is open the door and step inside, and the freezing temperatures would end. Peter didn't move.

You're being ridiculous. Peter thought to himself. After all of yesterday, you still think he wouldn't want to see you?

Yes. Peter did nothing but cause Mr. Stark grief and waste his time. Guilt seeped into his skin just thinking about the undeniable rage and outburst he had yesterday. Mr. Stark's baffled expression burned into his mind.

'Just know, that I do care about you alright? I'm sorry if I gave you a reason to doubt that.' Mr. Stark's voice echoed, contradicting the fears that lingered in his mind. Mr. Stark had stayed by him through everything yesterday and didn't even leave his side until way late in the night. Even when he'd fallen asleep, Mr. Stark stayed until he awoke.

That had to show he cared.

If Mr. Stark did, then why did Peter feel so abandoned? Why did his head race with thoughts of Mr. Stark becoming angry? Peter shook his head.

For Christ sake, Parker get yourself together and walk in the building. He reprimanded himself, as another gust of wind shook the trees surrounding. He sighed, grasping the handling and forcing his legs to walk inside.

For the amount of space it had, not many people lived within the compound, not since the Avengers had the giant blowout – only Mr. Stark, Rhodey, Ms. Potts, and Happy permanently remaining. From what he'd heard from Mr. Stark, a few Avengers stopped by now and again, but never for much time.

The grand hall sat before him, and Peter glanced around, noting the large metal barriers that lined the walls, allowing for no visible entry – only a few interior doorways and the elevator remained untouched.

It was odd to say the least.

Peter shrugged. He'd ask Mr. Stark about it later. He stepped into the elevator.

"Good afternoon, Peter," FRIDAY the AI's voice echoed throughout. "Shall I take you to the communal floor?"

"Hi, Friday," Peter responded. "That would be great, thanks."

"Certainly." The doors to the elevator closed, and Peter felt himself being moved up a few different floors. The compound didn't have as many floors as the tower use to have, only about seven, but it made up what it lacked in height with width.

The doors binged open, and Peter gave a thanks to FRIDAY.

He lingered in front of the elevator for a moment, before deciding to head to the open, large living room. The dark couches lay in a casual style in front of a large television, which Peter knew to be largest thing on the market. Games and movies spilled around the TV stand – all for Peter's doing, if he remembered correctly. The kitchen lied next to the room, open with marble counters fancier than Peter could ever afford. The halls littered with doorways of empty rooms, one which belonged to Peter when he used it.

The emptiness gave off a loneliness to Peter.

He thought for a moment to find Mr. Stark, but he immediately decided against it. Mr. Stark could be busy with a plethora of things – especially since he got that phone call last night. Plus, the walls showed signs of something deeper going on.

Feeling his body still yearn for sleep, Peter decided to just make himself comfortable on the couch.

Pulling out Aunt May's phone, he decided to play one of the games she had. Candy Crush was her favorite, and Peter didn't have the heart to tell her that nobody played that anymore besides her. She was on level one thousand two hundred and eight after all.

An inkling feeling suddenly arose on the back of his neck, and Peter froze. He wasn't alone, and it definitely wasn't Mr. Stark.

Stand up! His spider sense suddenly screamed, and Peter obeyed, eyes falling on the two perpetrators of his itch.

Two people stood behind the couch - Captain America with his best friend, the Winter Soldier. From the last time Peter had seen the duo, they had changed drastically. The silver metal arm that trademarked the Winter Solider was replaced with a black metallic one, yellow lacing around. Captain America's unshaven face stood next to him, wearing more casual clothes then Peter had ever seen. He held a large bat in his hands, which definitely didn't suit him as much as a shield did.

"It's a kid, Steve," Peter heard the Winter Soldier mutter softly to Captain America, a baffled expression evident on his face. Captain America's eyes darted over Peter, observing him intently.

"Son, you seem to be lost." Captain America stated skeptically, directly addressing Peter. He let the bat fall to his side but didn't quite let it go.

"You're Captain America," Peter blurted, staring on the man in awe. Sure, he got to meet two of his heroes during the airport battle, but that was nothing like right now. Where the battle gave a distance between them, here, this was personal.

Plus, Captain America met Spider-Man, not Peter.

"I am," Captain America continued. "What's your name?

"I'm Peter. Uh, Peter Parker, Mr. America, sir. Um, Captain." Peter saluted the man, quickly dropping his hand in embarrassment. The Winter Soldier's lips twitched in amusement, but Captain America's face did not change. Ugh, why'd he have to act so dumb especially around freakin' Captain America.

"Alright, Peter Parker. How'd you manage to get yourself into the Avengers Compound?"

"I'm, uh waiting for Mr. Stark." Captain America intense stare didn't decrease. Peter shifted his weight. "Should I not be here?"

"Considering this compound is under lockdown, I believe not. You didn't answer my question, son. How did you get in here?"

"I walked through the front door?" The Winter Solider snorted, as Captain America gave him a warning glance. "Why's everything on lock down?" The two ignored his question, rather turning to whisper to one another.

"Steve," the Winter Solider raspy voice rang amused. "This kid's got to be twelve. He's not one of them."

"Buck, you know as well as I do these guys don't care who they recruit." Captain America responded softy, turning for a second to look at Peter.

"One of who?" Peter questioned, feeling the words leave his lips without a second thought. The two turned to him yet again. The way the two stared at him made him feel on edge. He didn't think Captain America would apprehend him for standing here, but he had no idea what the Winter Solider would do. From what Peter remembered, Mr. Stark had said the man had killed a bunch of people.

Oh man, was he going to kill Peter right now? He didn't even have a will ready, and Aunt May needed him and, who was going to be Spider-Man? He didn't even get to do a bunch of stuff he wanted to do or even have his first kiss! Totally unfair to be murdered today – he'd like to have at least another month. Well, he guessed people didn't get a chance to pick the day they were killed, just like Uncle Ben didn't.

Okay, ouch, that was a little too dark of a thought for him.

A small ding of the elevator had the three heads turn.

"Heya Pete, didn't expect you for at least another hour," Mr. Stark's voice echoed, as he paced himself over quickly to the couch. Relief flooded over Peter, knowing he didn't need to stand in the intense silence any longer. Now, the two definitely would know he wasn't a threat, and the Winter Solider wouldn't murder him.

Mr. Stark placed an arm around Peter, pressing him to his side forcibly. The tight grip Mr. Stark kept on Peter left him rather uncomfortable, but he relaxed into it.

"What's with the interrogation of the kid?" Mr. Stark nonchalantly continued, though Peter noticed a slight edge lingering in his voice.

Captain America sighed.

"Tony, you know exactly the reason." His eyes darted over to Peter back to Mr. Stark. "We need to be cautious."

"Yeah, well, nothing to worry about this kid. He's top of the notch, do-gooder of the year right here. Come on, Pete."

"Wait, hold on a second, Tony. We need to talk about-"

"Nope, sorry, don't have time to hear it. As you can see, I've got company." Mr. Stark directed Peter toward the elevator, and Peter followed suit, confusion plastered on his face. He waited in the front of the elevator, as Mr. Stark quickly turned back to Captain America. "Also, just so you know, I'd recommend you and him – stay the hell away from this kid. We clear?"

"Crystal."

"Good, glad to have that settled. Let's go, kid." The two stepped into the elevator, and Mr. Stark directed it to take them to his personal lab. His hands shook slightly, but he kept his grip on Peter as if he was going to slip through his grasp.

The doors opened and the large, dingy lab came into his view. The smell of sweat and tears lingered into the air, that and a slight tinge of chemicals mixed with metal. Large screens and robots littered throughout in a disorganized fashion, but Peter knew that there was an order to everything Mr. Stark did in a lab – even if it wasn't directly obvious. It wasn't the largest lab on the lot, but definitely the most personal of Mr. Stark's.

"Mr. Stark?" Peter asked, as Mr. Stark released Peter, stepped out of the elevator, and directed himself to a large screen with faces plastered all over. The man immediately got to work. "Are you okay?"

"Yeah, yeah kid I'm fine don't worry about me. That's something I should be asking you." Mr. Stark replied, giving Peter a side glance before returning to his work. "How're you feeling? Make a decision about today?"

"I'm doing really good today, Mr. Stark. I slept like ten hours before I got here, 'cause May didn't make me go to school, and that made me super glad cause I didn't wanna go today anyway, especially with everything that happened yesterday. Sorry about that by the way – that wasn't cool."

"You've got nothing to apologize for. I told you, we're going to sort this out, alright?" Peter nodded.

"Okay." Peter paused, glancing on the screen Mr. Stark was fiddling with. Some of the faces looked vaguely familiar, as Mr. Stark jostled them around the screen. Though, he couldn't quite put pinpoint where from. "Mr. Stark?"

"Yeah, kid?"

"What was Captain America meaning about me being one of them?" Mr. Stark's face darkened, and Peter immediately regretted asking the question. Today, Peter had set out to prove himself to Mr. Stark and make the man happy. Yet, here he was making the man upset.

Maybe he should've stayed home.

"You don't need to worry what he thinks of you – he's being paranoid. I took care of it. If he's got an issue, he's got to come through me first." Peter shook his head. No, that's not what he meant at all.

"No, I mean what are the one of thems. Like not be being one of them, but who are they?" He really hoped that made sense. Mr. Stark sighed.

"Just another group of badies with a vendetta against me and an agenda to stop the Avengers. Really, kid, you don't need to worry about that. You need to focus on yourself right now."

"But Mr. Stark," Peter whined, forgoing his earlier plan. Peter could be useful and helpful to Mr. Stark, not just a hindrance. "If I could help you and Captain America-"

"No, you're benched, Peter. Don't argue on this."

"But Mr. Stark-"

"I don't want to hear another word on this," Mr. Stark snapped, turning his full attention to Peter. Peter froze, feeling a small tinge of hurt wallow in his stomach. Mr. Stark didn't think he was good enough to help out. Mr. Stark's expression softened, seemingly reading Peter's thoughts.

"Kid, look, you've got to take care of yourself first and foremost," Mr. Stark continued. "It's not because I don't care about you or don't believe in you or whatever bad thing I got you thinking I think about you, not at all. You don't need to add anything more to your plate – especially not this. Go to therapy today, take some time to get yourself in a better place, then I'll let you help stop lunatics. Alright?"

Peter felt a rebuttal come to his lips, but he quickly stopped them from forming.

"Just because you have good and bad days doesn't mean there's not something wrong." Aunt May's voice echoed in his head. Maybe Mr. Stark had a point.

"Okay, Mr. Stark." Peter sighed in resignation. Mr. Stark smiled clapping his hands.

"Good, glad to hear you listening to me for once." Peter smiled sheepishly, as Mr. Stark ruffled his hair. Mr. Stark swiped his screen, turning it off, and checked his watch. "Alright, we've got an hour before your session, so how about we have some fun, hm?"

Peter practically bounced on his feet, as Mr. Stark led him over to a workbench – a bunch of scraps, unused screws, chemicals, beakers, and papers littered everywhere. Two stools stood proudly in front, and they were Peter's favorite, just like this bench was. He loved when he got to work on random things with Mr. Stark and just let himself indulge in inventing things and playing with science. It just always seemed to take place at this bench.

He sat down on the stool beside Mr. Stark ready to start, when the man turned to him. Peter turned away from the table to look at him.

"Hey, one last thing before we start." Mr. Stark spoke softly. Peter nodded, making sure his full attention was on him. "I need you to promise something for me."

"Sure, anything Mr. Stark." Mr. Stark sighed.

"I need you to promise me to keep yourself distant from Cap and Terminator."

"I thought you called him C3P0?"

"Changed my mind. Feels more like a Terminator today. Still, kid, I need to hear you promise – you'll keep away from the two of them, especially metal arm."

Peter didn't even need to ask for the reasoning.

"Promise." Peter stated sincerely. Mr. Stark smiled again, cracking his knuckles. Peter almost laughed at the sight.

"Good. Now, let's get to work."

* * *

The clock went too fast for Peter's liking. If he had the option, he would stay in the lab with Mr. Stark for way longer, but he had to go to this therapy thing Mr. Stark had set up. Well, technically he didn't have to go, but Peter knew the disappointment Mr. Stark would have in him. So, he might as well get it over it. Better sooner than later.

Apparently, this wasn't a normal therapist where you traveled to their office, rather it seemed the man had traveled to the compound instead. In fact, it seemed the man had even his own office within the compound. Maybe, it had something to do with Mr. Stark being his client?

Standing outside the wooden door, Peter could feel the butterflies churn around in his stomach. A hand fell on his shoulder, and Peter took a deep breath. He could do this.

"I'll be in the lab right after you're done. Come and get me and we'll order some dinner, alright?" Peter gave a small thumbs up, and Mr. Stark turned to leave.

'Now or never,' Peter thought to himself, and opened the door. The room was small, but slightly cluttered with various books and inspirational quotes. A small desk with the therapist's laptop sat before a large plush, green couch with large pillows. Nothing like the type Peter always saw in movies. Beside that, laid a white plump chair and a beanbag on the floor. A soft hum of melodic jazz played, but it felt a little too loud for Peter's taste.

A lanky, dark man swirled around in his chair. The man's dreads were pulled up in a neat bun yet sticking out everywhere. His glasses hung off his nose as if they were a second thought, and his beard reminded Peter slightly of Captain America's new one.

"Ah, you must be Peter! Come in, come in take a seat wherever you'd like. I'll be with you in one second – I'm just finishing an email." Peter nodded, seating himself awkwardly on the edge of the green couch. He reached into his pocket to fish out his phone, feeling disappointment rise as he realized it was just Aunt May's. He placed it back into his pocket, deciding to just wait.

His leg bounced up and down in nervous anticipation and the butterflies continued to bubble within his chest. The music blared into his ears like a concert of jazz, which Peter internally cursed his super-hearing, wishing he could turn it off himself, but not willing to ask.

The therapist turned off the music – which Peter was insanely grateful for – and whirled his chair around to face Peter. Peter instinctively averted his gaze, not feeling brave enough to look this man in the face. What if he asked him to talk? Peter didn't want to talk about anything that happened, and Peter was sure that's exactly what this would be about.

"How about we start off with an introduction?" The therapist suggested. Peter remained silent, shrugging his shoulder. "Want me to go first? Alright, my name is Damion, and I've been working with patients for over ten years. I've got two dogs named Padfoot and Moony, and yes, they're both named after Harry Potter characters. Have you read Harry Potter?"

Peter felt a small surge of anxiety leave him at that. He loved Harry Potter too, especially the Marauders. They were his favorite in the series, with the exception of Hermione. Hermione would always and forever hold his all-time favorite character. Though, they definitely did her some injustice in the movies.

"Yeah, I really liked Hermione." Peter replied, feeling embarrassment flood his cheeks. Why did he suddenly feel so shy in this man's presence?

"Hermione was definitely one of the best characters, for sure. What'd you like about her?"

"I, uh, she's super smart and always looking out for the house elves, even when everyone thought it was stupid and stuff. She was just really cool." Peter dared to look up to see Damion's face. The man gave a smile.

"I totally agree, really cool. Hey, Peter, before we go any further, do you mind if I take some notes today? Just because it's our first day, and I want to remember everything so I can help you the best way I can." Peter nodded. That sounded fair. "Right, right. Okay, back to what we were talking about. So, you like Hermione. What else do you like?"

"Um, I dunno. Star Wars?"

"Yeah? What do you like about it?"

"Everything, I guess?" Peter fiddled with a string that hung on his pants. "I like building the big ships out of Legos with Ned."

"Oo, that sounds like a lot of fun. Are you good friends with Ned?"

"Yeah, he's been my best friend for a long time now." He's also been the friend which helped him through panic attacks, losing Ben, and everything else, but Peter didn't dare mention any of that. Damion studied Peter's expression and jotted something in his notebook.

"Can I ask you something Peter?" Peter shrugged. "Why are you here right now? What do you want to get out of therapy?"

"I don't – I thought Mr. Stark told you everything about that." Damion shook his head.

"Nope, just a few things, but nothing too major. But I want to hear it from you, why are you here right here, right now?"

What was Peter doing here right now? Part of him told him that he was here for Mr. Stark to make him happy. With everything that happened yesterday, he needed to please the man. He didn't want Mr. Stark to hate him any more then he already had to.

Wait a minute, that didn't make sense. He had just spent most of the afternoon with the man, and someone who hated Peter that much wouldn't. Would they?

"Peter, you with me, buddy?" Damion asked, leaning slightly forward and trying to meet Peter's eyes.

"I just," Peter stopped, feeling a dreadful lurch in his gut. A familiar tingly feeling rose on the edge of his arms and neck, putting Peter immediately on edge. Something was wrong. Not just therapy not wanting to talk about his feelings wrong, but wrong wrong.

"Are you alright?"

"Dam – Damion something's wrong." Peter's hands began to shake. Not now. Not now. Today was a good day, not something major happening. He didn't even have his suit with him, and he could feel the itching in his skin of something major about to happen.

"Peter, I can assure you that right now it's just me and you in this room. Everything's perfectly fine, you're safe with me. Whatever you may be thinking about is over with, just listen to the sound of my voice and focus on me."

"No, no I'm not – it's not that type of wrong, it's – get down!"

Instinctively, Peter threw his entire body at Damion and tackled him to the floor.

A loud boom filled from somewhere in the compound, but Peter couldn't tell exactly where. Everything flickered in and out, different varieties of light pouring from everywhere. A ringing sensation burned into Peter's ears, as he desperately kept himself and Damion shielded from the inspirational quotes falling over them.

Well, Peter thought to himself, as he struggled to allow himself to breathe. Guess it wasn't a good day for therapy after all.


	5. Superheroes Can't Stay Still

"Zhelaniye. Rzhavyy. Semnadtst' –"

A voice rang through the compound, as clouds of smoke littered through the air. Peter coughed, slowly lifting himself off of Damion's lanky form – letting the inspirational photos fall off his back with ease. The sense of danger lingered on the back of his neck. Heh, that was going to leave a bruise for a little bit.

That voice speaking a different language – Polish or Russian maybe – couldn't be a good sign. A surge of adrenaline filled Peter's body, a slight shakiness forming into his hands. They needed to leave. His Spidey-sense demanded it.

"– Rassvet. Pech'. Devyat–"

Glancing to the side, Peter noticed the door had been blown to smithereens, a large hole replacing a portion of the wall. He could see not only the hallway but also the bathroom – water leaking all over the floor from the destroyed sink.

A slight cut stapled itself to Damion's forehead, blood slightly dripping on the side of his face. Coughing, the man brought himself upright next to Peter and adjusted his newly busted glasses. He took a few deep breaths, while Peter attempted to stand.

Debris sat everywhere, just like the burning building he ran into yesterday.

"– Dobrosedechnyy. Vozvrashcheniye Na Rodinu.Odin –"

"What a shame, I just got these." Damion mumbled to himself while bringing himself to his feet beside Peter. "Hi Peter, nice reflexes you have there. Though, I think we're going to have to reschedule our appointment."

Peter nodded absentmindedly. Maybe, they could somehow get out of the window. That way he could bring Damion to safety; then, he could sneak back into the tower and help stop whoever was trying to destroy the compound.

" – Gruzovoy Vagon. Solider! Come in."

Peter glanced out the window, frustration building seeing the metal still hugging the building. Okay, that was a no go. Looks like he'd have to hide Damion somewhere safe in the building, while Peter tried to help Mr. Stark and the others. Wherever that could be, Peter had no idea.

Damion wasn't a superhuman like him after all, and he couldn't be responsible for someone else getting hurt or worse – killed.

The building shook again, and Peter grasped onto Damion's arm instinctively, while the man leaned his arm against the wall to stay upright. Damion closed his eyes breathing in through his nose and out through his mouth.

The tickle would not seize on Peter's neck.

"Soldier! I said come in!"

The tremors stopped again, and Peter watched as Damion opened his eyes again. A flash a fear diminished as he looked back to Peter.

"It's going to be okay, Peter, okay?" Damion said, narrowing his eyes to look at Peter directly. Peter wondered how bad his vision was without his glasses. "Tony's going to come get us, and we'll see what's going on. We just got to stay put."

Sitting in a room and doing absolutely nothing contradicted everything that ran through Peter's veins. He needed to help Mr. Stark with the bad guys taking control of the building. He had too. Someone had taken control of the compound, and if anything happened – no. He shook his head.

"COME IN!"

"I know it's scary." Damion stated, placing a hand on top of Peter's. Oh, he was still holding onto him. "I'm really scared right now too. But I'm not going to let anything happen to you, okay? We've got to trust Tony to do his job. He's going to fix everything. Until then, we need to stay here and hide."

"No!" Peter shouted without much thought. "I can help! I have to because if I don't, bad things happen, and I don't – I won't – I can't let that happen again!"

Damion gave him a curious look.

"Whatever has happened, or what's happening now is not your fault," Damion's soft, squinted eyes glanced into Peter's. The sincerity in his voice made Peter shift his weight slightly. Yet, his grip on Damion did not diminish.

Damion couldn't understand everything Peter had witnessed or done in his life. Peter was the reason Uncle Ben died after all. All because he did nothing.

"ZHELANIYE. RZHAVYY. SEMNADTST' –"

Ugh, he needed to stop thinking. He needed to focus.

"We have to be smart about this." Damion continued. "We don't know what's going on, and we need to let the heroes do their job, alright? It is the Avengers Compound after all. They know how to save the world."

It made sense if Damion was talking to anyone besides him. The man was just ignorant to the power Peter yielded, and the responsibility he had on his shoulders.

He just happened to be Spider-Man. An almost Avenger.

"– RASSVET. PECH'. DEVYAT–"

"Damion?" Peter asked, thoughts redirected to the increasingly aggressive voice shouting through the compound. It seemed to be repeating itself from earlier. "What's that voice saying?"

Damion shrugged.

"No idea, I haven't taken a second language since high school. Would've been useful now, that's for sure."

"– DOBROSEDECHNYY. VOZVRASHCHENIYE NA RODINU. ODIN –"

Peter grasped his head, feeling his spider-sense flood into him at a more intense rate. Danger! Get out!

The building filled harsh tremors, greater than the past two. Danger! Get out! Quick! Get out! Danger!

"Peter, are you alright? It's going to be okay –"

Without caring the consequences, Peter tightened his hold around Damion's arm and yanked him from the room with all his might. The man stumbled after him, dropping his shattered glasses and nearly tripping over the large rubble Peter dragged him past.

"Peter, we need to stay put!" Damion protested, trying to release Peter's grip without succeeding.

"Sorry! Sorry!" Peter apologized, yet not seizing to keep the man running down the smoke-filled hallway. The taste of dust lingered on his lips. "We had to leave, sorry!"

"GRUZOVOY VAGON! COME IN! ZHELANIYE. RZHAVYY. SEMNADTST' RASSVET. PECH'."

Peter darted into the communal living room, the smell of fresh sawdust and concrete prominent in the dusty mist. He let go of Damion, feeling the sensation of his spider-sense decrease in intensity. The large television was split in half, and the games and movies Mr. Stark bought spilled out all over the place. The largest sofa remained untouched but covered with small bits of debris, with the second one missing entirely. What struck out the most was the gigantic hole that now lay in the middle of the room at least the size of a large fishing pond.

Peter slowly toed his way over to the unpredictable floor around the gaping hole and looked down, not quite being able to see much from where he stood. A crack issued from a slight piece of wood, as it fell to the seemingly endless void.

Nobody could live in this room again. Peter remarked to himself. Unless someone liked chilling by a large gaping hole in their house. Who knows, maybe Mr. Stark could fly floor to floor now.

A clump of debris fell with a thud behind him, and Peter whipped himself around – Damion falling suit trying to make out what happened. The hallway that Peter had just dragged Damion out of completely caved in on itself – giant blocks of rubble covering the entire entrance. Nice. Just something else to add to be fixed later.

You could've been under there. Peter's brain stubbornly reminded him. He huffed at himself, pinching his arm slightly. He needed to be sane for one day out of this week.

Not like this was insane at all. Nope, just a good old exposure therapy he guessed.

Damion groaned softly and coughed harshly for a moment with Peter immediately attempting to help the man by gently patting him on the back.

"I'm good, don't worry, Peter. I'm good." Damion reassured, clearing his throat. He rubbed at his shoulder. "I think you may've pulled a muscle my shoulder though. Man, do you have a tight grip."

"Heh, sorry about that." Peter smiled sheepishly, a slight pink tinging his cheeks in embarrassment. He turned away from the man, a pang of guilt falling into his chest for hurting the man. Peter wouldn't take back his decision even if he could. It'd been the only way.

"DOBROSEDECHNYY. VOZVRASHCHENIYE NA RODINU. ODIN. GRUZOVOY VAGON! LISTEN. TO. ME!"

The aggressive voice's echoes seemed tenfold out in the open like this. Yikes. Not good. Not good. He needed a plan and quick with his two priorities in mind: get Damion to safety and find Mr. Stark.

Soft, delicate footsteps echoed in Peter's ears like bullets, and Peter quickly crouched to the ground, motioning and pulling on Damion's arm to do the same. Damion followed suit blindly, trusting Peter's instincts. Not like the man could afford not to. He couldn't see after all.

Crawling on his knees, Peter scurried himself behind the remaining put-together sofa with Damion doing the same. Damion's breathing began methodically going in and out rapidly, and Peter desperately tried to stop his heart from the speedy beats that would tunnel his thoughts. Focus. Focus. Focus.

A glint of a shoe peaked into Peter's sight, as he leaned over the edge with shaky hands to try to see the perpetrators themselves. Only a slightly relief fell over Peter when he recognized the face that he'd seen a bazillion times through those cheaply filmed, school PSAs with his best friend.

"GRUZOVOY VAGON! GRUZOVOY VAGON! GRUZOVOY VAGON! GRUZOVOY VAGON!"

The two soldiers stood against the opposite hallway wall strategically, bodies tense and alert and practically waiting for an attacker to jump them at any minute. Captain America yielded his shield on his arm, while the other carried the bat that he tried to strike Peter with earlier. The Winter Solider held a large gun that could demolish a person in half-a-second if he wanted. Peter honestly didn't want to think about that, especially after Mr. Stark's warning. Their whispers rang into Peter's ears.

"I – Steve, it's just foggy. Just a little bit." The Winter Solider reassured, though his voice shook slightly. "Don't worry about it. I've got control."

"This is –" Captain America cut himself off abruptly, his body growing stiff in alarm, as his eyes locked with Peter's. The Winter Soldier's gun pointed in his direction, and Peter shot himself upright with his hands raised in the air in a surrendering position.

Breathe, Peter. Breathe.

"It looks like Stark's kid," Captain America mumbled to his friend softly. The Winter solider redirected his gun back towards the wall, and Peter slowly put his hands back down while keeping his eyes locked with Captain America's. Captain America motioned his head for Peter to come to them, and Peter kneeled down to get Damion.

"Peter, are you okay?" Damion whispered, his hands grasping onto Peter's shoulders tightly while trying to look into his eyes. "What's happening? Who was that?"

"It's Captain America and his friend," Peter replied. "They want us to come with them. Try and follow me, there's like a really big hole we gotta go by, and I don't want you to fall."

Well, there went his promise to Mr. Stark.

"Okay," Damion murmured with a nod, releasing Peter's shoulders and letting Peter direct him. "Also, for the record, I'm not totally blind, Pete. Everything's just a giant blur without my glasses."

Peter smiled despite himself.

"I know, right? Everyone likes to think you can't see how many fingers you're holding up but it's just a giant blob of their two fingers." Peter finished, passing the broken television.

Reaching the two soldiers, he leaned himself against the wall in front of Captain America and directed Damion in front of him.

"Um, hi again," Peter waved slightly, trying to ease the tension filled in the air and glancing between the two soldiers. Nervousness bubbled in his stomach with adrenaline mixing in his veins. At least he had his therapist with him.

Oh, man. What kind of day was this even? Peter thought to himself. Just casually hanging with my therapist, Captain freakin' America, and a guy who murdered a bunch of people while some psychopath tries to destroy us all. What a great day.

"Do, uh, either of you know what's going on?" Peter asked. "And who's the guy shouting? What's his problem?"

The two ignored his questioning, redirecting their attention to Damion. The Winter Soldier narrowed his eyes.

"Who is that?" The Winter Soldier asked curtly, fiddling with the base of his gun.

"Name's Damion. I'm Peter's therapist, we were in the middle of a session." Damion stated nonchalantly, looking between the two soldiers squinting. If he knew who they were, he simply didn't seem to mind. Definitely better at talking to Cap then Peter did earlier.

The Winter Solider seemed to relax considerably, letting out a large breath of air.

"I second that, Mr. America, sir." Peter added, just in case. "We were talkin' about Harry Potter 'n Hermione and stuff then, um, yeah, all of this, Captain sir."

"Alright," Captain America nodded, seemingly at loss of words. The Winter Solider lips twitched.

"Just call him Steve." The Winter Soldier responded. "Don't want him to gain too big of an ego." Captain America gave the Winter Soldier a look, but Peter could see merriment in his face.

""ZHELANIYE. RZHAVYY. SEMNADTST' RASSVET – FOR CHRIST SAKE!"

Captain America sighed, covering his best friend's ears with his hands, who in turn shut his eyes breathing deeply. Did the Winter Soldier not like loud noises or something?

"The staircase is blocked." Captain America informed them, his eyes flickering to his friend. "We need to find a way to open up the building."

"Where's Mr. Stark?" Peter asked timidly. He didn't want to think about where his mentor could be or if he was still – nope, nope, nope. Not thinking about that. Focus.

"Not sure. We haven't seen him since he left with you earlier. For now, we need to worry about getting you two out of here and cutting off the voice."

"SOLDIER! I DEMAND YOU TO LISTEN TO COMMANDS!"

"Sounds kind of like the guy on the mic needs therapy more than I do," Peter remarked. The three adults turned to him, expressions blank. Peter quickly replied, "Sorry, force of habit. I make jokes in tense situations."

"Any ideas how we can turn it off?" The Winter Soldier hissed through gritted teeth, ignoring Peter's last comment. "It's really starting to grind my gears."

"Just hang in there, Buck." Captain America patted his friend's shoulder sympathetically. A small bit of rock fell from the ceiling, nearly hitting Peter in the head as he stepped aside instinctively.

Was the entire compound going to come and cave in on them?

Focus. Focus. Focus.

From what Mr. Stark had shown him a few months ago, the main frame of the building ran downstairs, along with access to FRIDAY and the main controls of the compound. With the stairs being blocked, there couldn't be any access to the lab. Could he climb up the wall and yank out a wire to the sound or something?

Wait, no, no that was dumb. He didn't even know where the wires in the walls were to begin with. He'd be going off of nothing and could be searching for hours. By then, this entire place could be demolished.

If only they had a way to get down to the lab…

Wait a minute.

"The hole!" Peter blurted, practically bouncing away from the wall he leaned against. "We can use the hole they made to get to the lab and shut down whoever's controlling the sound thing! I dunno how to turn it off in general, but we can figure it out or destroy it or something."

"That's if that hole goes that far," the Winter Soldier pointed out with gritted teeth. "We could be going into a larger trap."

"It's a risk we're going to have to take." Captain America stated solemnly, locking eyes with the Winter Soldier. Peter could just feel the two talking about something through their stare, but he really couldn't tell what exactly.

"Hey, hi, okay," Damion spoke up, directing everyone's attention toward him. "I know I'm not a hero or anything, but can I remind you all that there are bombs all over the place? No offense or anything, but Peter and I aren't exactly jacked up superheroes."

Peter almost snorted at the irony. He wouldn't necessarily call himself buff – well maybe a little bit. Ned had told him a few times that he definitely had some muscle now –, but he definitely spent quite a bit of spare time being a superhero.

"None taken." Captain nodded in understanding. "And I can assure you, that our goal is to get you and Peter out of here safely."

"Getting the system down can get the security to go down too," Peter added. "So, once it's destroyed, we can actually leave."

"So, destroying it will let us out, instead of keeping us in." Damion finished, clarity showing on his face. Peter nodded. "Alright then, if that's the case, I guess it'll be worth it."

The voice ringing through the building gave a huff of frustration.

"I CAN SEE YOU HERE, BARNES. I KNOW WHERE YOU ARE! WE WILL HAVE YOU OBEY! ZHELANIYE. RZHAVYY. SEMNADTST' –"

"They may have eyes on us, but that doesn't mean they have ears. We're going to have to do this carefully and planned." Captain America began. "We're going to split up into pairs. Peter, since you know what we're looking for, you come with me down the hole to see if we can reach it. If not, Buck, you're going to need to pull us up, while you stand watch with Damion. Watch each other's backs."

"Wait a minute, no Steve." The Winter Soldier spluttered, looking at Captain America – determination shining in his eyes. "I'm coming down there to destroy that thing. We need to all stick together through this."

Captain America smiled sadly.

"Buck, you and I both know why that's a bad idea." The soldier gripped his friend's shoulder, looking into his eyes sincerely. "You stick here and be our eyes above."

He turned to Peter.

"You okay with coming down with me, Peter?" Captain America addressed him seriously. "I could really use your help."

For a minute, it felt like one of those old scenarios he'd dream up in his head when he was a kid. Captain America coming to his house and saying they needed help with a mission and couldn't do it without him. Peter would jump at the opportunity, grab his plastic Iron Man mask and his Thor hammer, and run throughout the house to stop the bad guys.

Things had changed so drastically since then.

"Yeah, yeah I'm down." Peter stated firmly with a nod. A small bubble of anxiety flowed in his stomach thinking about the building potentially falling on him, but he needed to do this. He had to stop these terrorists, get Damion out of here, and hopefully, find Mr. Stark in one piece.

"You sure?"

"I'm the only one who knows what we need to look for. I'm positive."

"Alright then. Let's get going. Peter, stay by my side at all times. Damion, stay by Bucky. If he starts acting in the slightest bit off, you go and hide, you hear me?"

"What do you mean by that?" Damion asked, raising an eyebrow.

"I WILL TEAR EVERY PERSON IN THIS BUILDING TO BITS IF YOU DO NOT COME IN AND COME TOTHE LOCATION AT THIS VERY MOMENT! YOU HAVE ONE HOUR. ONE HOUR AND I WILL HAVE THIS ENTIRE PLACE DEMOLISHED."

For the first time since the large explosion, the voice became dead silent – not even the smallest breath of something uttering through the building. It gave a tenseness in the air that Peter would rather done without.

"You heard that? That was all for me." The Winter soldier replied dryly. "Some of my favorite people are behind this entire thing."

"Sorry, that's got to be awful." Damion said sincerely, turning to Captain America. "I'll look out for him too, Captain."

"I appreciate that." Captain America said, motioning everyone to follow them to the large hole that sat in the middle of the living room. The four took themselves away from the wall, following their pseudo-leader to the large hole that sat in the middle of the room. Peter grabbed onto Damion's arm again to direct him just in case he didn't see. His heart rang into his ears, but he placed it aside. Focus now. Worry later.

Peter guided Damion to sit on the still in-tact couch close to the hole, careful that he did not trip. Everything might only be blurry to Damion, but Peter didn't want to be responsible for some else's demise. Just like today had proven, Peter was kind of a bad luck charm.

The Winter Soldier and Captain America stood around the hole, studying the depths intently. Even with his super vision, he could just make out large pieces of the split floor and droplets of water falling from the broken pipes. Peter hoped he was right about the hole reaching the lab. Wait a minute, how in the world were him and Cap supposed to get down there?

Before Peter could speak, Captain America took a large breath, while holding his shield proudly in front of him and jumped down without a thought. Peter stared in awe, absolutely amazed by the man's ability. Maybe he had cooler powers than Mr. Stark did. Maybe.

"Steve?" The Winter Soldier shouted, scooting slightly towards the edge and attempting to get a better look. "You good?"

"Yeah! It actually goes down pretty far!" Captain America shouted back. "I actually think we're going to get to go where we need! I will say, I do kind of think we need a light!"

"I've got one." Peter said, pulling out Aunt May's semi-broken phone from his pocket, thankful that the battery was a little more than half-way filled. Aw, man. She was going to have a heart attack when she heard about all of this.

"There's one little thing I think we've forgotten about." The Winter Soldier said with a sigh. "How are we getting Peter down there? He can't just jump down like Steve."

Well, technically, Peter thought he could. He'd fallen off buildings when he first became Spider-Man after all. But everyone else couldn't possibly know that.

"Sheets?" Damion suggested, tapping his fingers against his leg. He casually fixed his hair as he spoke. "There's got to be some around here to make a rope."

No, that'd take too much time and effort trying to search. How could he manage to try to get down there quickly?

An idea struck Peter. If he could get both Damion and Bucky to not look, he could just jump down floor to floor or crawl down. Man, if only he had his web shooter. That'd be so much easier.

Not like anything about today could be easy. Nope, life didn't like him that much.

Okay, focus. Focus. He needed to distract Bucky.

"Um, Captain America's friend, sir?" Peter addressed the intimidating man. The man turned away from the hole towards him.

"Call me, Bucky." The Winter Soldier or rather, Bucky, responded.

"Okay, um, Bucky, sir, I know where we could use some sheets for Damion's idea. Like the big linen closet on this floor Mr. Stark has. Just, I don't exactly know if I should go get them if you know what I mean?"

"I'll get them." Bucky glanced around him. "Where do you need me to go?"

"Okay, um, great, I mean thanks, they're just down the last hall, last door to the left. I'll, uh, stay here 'til you get back."

"Alright." Bucky stated, turning and pacing himself down the hallway.

Peter let out a small breath he didn't know he held.

"It's going to be okay, Peter." Damion stated, trying to give Peter a smile from which he sat. Peter gave a small smile back. Maybe one day, Damion would be his proper therapist and help him with whatever issues he was having. Right now, Peter needed to help him and make sure he was safe.

"Yeah, it really is. We're going to get out of here all okay." Peter added, feeling the need to reassure his therapist. Damion hummed in agreement.

"Hey, I wonder how dark it is down there. How can Captain America see at all?" Peter continued carefully while coming closer to the ledge of a hole, ignoring Damion's short warning to be careful. "Wow, it's super dark and everything down there, oh whoops!"

"Peter!"

Without thinking of the ways this could go wrong, Peter let himself fall into the dark abyss, loving the freedom falling gave him. Man, if only he had his web shooters.


	6. Superheroes Aren't Worthless

For what it was worth, this plan probably wasn't his most thought through.

It certainly wasn't his smartest. And that included the time Peter jumped off a roof to see if he could swing with a web shooter that hadn't been tested.

Spoiler alert: he fell to the ground pretty hard.

Just like he fell right now. Right onto a pile of debris in the dark abyss.

Who would've thought he could miss a wall that badly? Maybe he should get himself a check-over with Mr. Stark when this was all over.

That is, if Mr. Stark was still alive.

Don't think about that.

A sharp pain filled the upper left side of his chest, and Peter dared not to lift himself. He bit the inside of his bottom lip, ignoring the small taste of copper blood that began to flow into his mouth. His spider-sense lingered.

"PETER!" Damion's distant voice sounded. "PETER! OH GOD, PETER!"

Peter attempted to make himself shout 'I'm alright! No big deal!', but to no avail – only a small groan being able to be uttered from his lips. Trying to get himself in a better position, he placed his arms underneath himself, flipping himself in one swift movement. The large rocks pressed against his back with their sharp, rough edges, and the dust they produced lingering on his lips. The left side of his stomach throbbed.

Just like when he fell from the plane. Except with less fire and more darkness surrounding him.

"You're okay, you're okay," Peter mumbled himself in short breaths, squeezing his eyes tightly shut. "You can do this Parker. Just walk it off. You need to walk it off."

A small lingering hand placed itself on his shoulder, and Peter's eyes darted open, as he stumbled like a spider up the pile of debris away from the perpetrator. The movement throbbed the ache in his side, but he wouldn't be going down without a fight. Blinking a few times, Peter's eyes shined in recognition at the shadow of a shield, and he steadied himself, while Captain America put his arms up in surrender.

"It's alright, just me." Captain America stated, standing beside the steel beams that stuck out in the mountain of white concrete and lowering his arms. Only a small portion of his face showed from the light above. "Can you walk?"

"Yeah, yeah I can." Peter replied, carefully sliding himself back down the pile of scraps and attempting not to groan in pain as he moved his body the wrong way. Captain America reached out his hand to assist Peter to his feet, and Peter took it graciously. In one swift movement, the sharp pain in his side increased tenfold, and Peter bit his already broken lip, not allowing himself to make a sound. Captain America's face twisted in concern.

"I'm fine, Captain, sir." Peter said. "We need to worry about the control box. The voice said we only got an hour."

"Son, you just fell about thirty feet." Captain America replied. "Frankly, I'm surprised that you're even conscious right now. Are you sure you're up for this?"

"Yes!" Peter quickly said. What kind of superhero was he if he didn't? Especially after he was stupid enough to hurt himself when he could've easily avoided it. "I'm okay, honest. I'll let you know if I'm not."

Captain America looked as if he'd argue but instead gave a resigned sigh.

"I'm not saying I like it, but you're right about us needing to be focused. But once all this is sorted out, we're having you checked up, okay?"

Peter nodded and turned away. He looked above, noting how far he had actually fallen. No wonder Captain America looked slightly skeptical of him. If Peter saw a random person fall from that high, he'd assume that they were dead.

Oops.

Stupid. Stupid. Stupid. Peter thought to himself. No wonder Mr. Stark didn't want me to help earlier. Wait a second, no Parker. You're stretching. You know it wasn't about that, so stop thinking like that. It was about just going to therapy and getting better.

Ha. What a great first therapy session he was having.

A small blur of a man fell from above, nearly landing on Peter. Thank whatever messed up entity out there for his Spidey-sense. This had to be at least the fifth time today it came in handy.

Peter knew immediately who it was, as Bucky beelined to Captain America – his disposition slightly frantic.

"Steve, have you seen that kid down here?" Bucky asked quickly.

"I thought I told you to stay put." Captain America said.

"I can't see. We need light. Let's get light quick; we got to get some quick. That kid fell down here, and we need to see if he's alive. I found a med kit and –"

"Slow down there, Buck. He's right here, all in one piece."

Bucky whipped around to where Captain America pointed, but his entire figure loomed like a dark blur.

Peter fished into his pocket, grabbing onto Aunt May's almost unrecognizable, shattered phone and flicked on the flashlight.

Bucky's face shined in frantic concern, and if Peter was honest with himself, the expression kind of scared him. Not in the way that he thought Bucky would hurt him – well he could still do that, after all he had killed a bunch of people –, but more in the amount of emotion in the usually stoic soldier was showing all over him.

Peter moved the flashlight to get a better look at him but shined it directly into Bucky's eyes. The soldier placed his arm in front of his face to block his eyes from the bright phone light, as Peter immediately turned the flashlight to the left.

"Um, hi there." Peter said, waving and attempting to shine his best smile. Could the man even see him right now? "I'm here."

Bucky let out a large breath, as he paced over to Peter. Peter resisted the instinct to shrink away from the man and not let him check him over, and Bucky reached out his hand to be allowed to hold the flashlight. Peter handed it over reluctantly.

The sight of him must've been a little rough, Peter had to admit, but he didn't want to be kicked off the mission. He needed to make sure there was no reason for Bucky to think that he needed to be benched. His gut told him that the murder-soldier was a little harder to convince.

"See? I'm all alight." Peter said. "We need to go."

"How the hell are you walking?" Bucky responded baffled. "You shouldn't even be walking right now. Not after a fall like that."

"I guess I'm lucky." Peter laughed awkwardly, ignoring the stabbing in his side. "Good ole Parker luck."

Bucky didn't respond, instead turning to Captain America. The patriot shrugged.

Or, maybe this just made the enhanced soldiers suspicious of Peter, yet again. Great. What a great day. Just what he needed on top of everything.

"IS PETER ALRIGHT?" Damion's voice echoed from above. "OR AT LEAST ALIVE?"

"HE'S FINE. WE'LL CATCH UP LATER." Captain America shouted back. "REMEMBER TO USE THAT BAT IF YOU NEED IT. THE MOMENT THE WALLS DROP GET YOURSELF OUT, UNDERSTAND?"

"OKAY. STAY SAFE."

An awkward silence proceeded, with Bucky and Captain America using what seemed to be their own non-verbal language to communicate with one another. It was slightly unnerving to Peter.

Peter decided to turn himself away and examine his surroundings. He watched as Bucky flashed the flashlight up and down with his hands and glanced over the surrounding areas, observing the litters of hills of stones sat everywhere throughout the dusty, unrecognizable hallways – blocking one of the ends and a portion of rooms. A picture of the old rag-tag team of Avengers lay crooked on the wall, giving way to what this floor has to be.

One of the older training floors from when the Avengers were still together.

"We better get moving." Captain America finally said, turning his attention away from Bucky.

"Do you have any idea where we need to go?" Bucky asked, directing his attention to Peter.

"We're a floor off where we need to be." Peter replied. "We gotta somehow get further down. There's a staircase behind one of these doors. But, honestly, it's so dark, I honestly can't tell which one."

"Then, let's get at it then." Captain America said. "No time to waste."

Motioning his hand, Captain America motioned for the two others to go before him, and Peter obliged. Just one step at a time.

For a few moments, the three walked in silence – Peter making his every step intentional to not hurt his side more than it had too.

Peter let out a stuttering breath and continued to force his legs to keep moving forward up the hill. Apparently, going upward wasn't something his body wanted him to do, as daggers stabbed into his side in a wave. Involuntarily, he hissed in pain, stopping the two soldiers in their path. The two directed their attention toward him

"What hurts?" Bucky asked, eyes examining Peter up and down.

"I'm fine." Peter repeated for what seemed to be the hundredth time. For two war criminals, the pair of soldiers seemed to worry quite a bit more than Peter ever imagined. "Just bumped into something, no big deal."

Bucky stared, his expression disbelieving.

"You're lying."

"I told you, I just bumped into something at hit my elbow. So, besides my funny bone and the terrorist trying to blow all of us up, I'm fine."

Bucky looked ready to say something, but Captain America cut him off.

"How about this: you can get on my back and I'll carry you for a little bit." Captain America suggested, glancing between the two. "No harm, no fowl. Just a safety precaution."

"I can walk." Peter retorted, a small amount of annoyance lacing into his voice.

He was Spider-Man. A superhero. And superheroes weren't weak. They pressed through any challenge, strife, or pain to get the job done, and they certainly didn't need piggy-back rides.

He couldn't be worthless.

"I'm sure you can." Captain America stated sincerely. "This is only for precaution. Just to make me and Bucky feel better. So please, for us?"

The two stared at him in concern, and Peter shifted. The aching throb beat at his side, without a rhyme or reason. Maybe riding on Captain America's back wasn't a horrible idea.

"Okay, only for a few minutes. Just to let you two feel better."

* * *

If Peter's younger self knew that one day be in the situation where he'd get to ride on the back of the Captain America, he would've called that day the best day of his life.

No, he felt humiliated.

No matter what Peter said, Captain America insisted on carrying him through the torn halls, dead ends, and mountains of frustration, only being guided by the small light of Aunt May's phone that Bucky – also carrying Captain America's shield on his back – now possessed. If Peter remembered anything about his times relaxing with Mr. Stark in the tower, they had to be one floor away from the compound. But he couldn't even remember how to find the stairs.

He felt worthless.

He needed to be useful.

He wished he didn't attempt to jump down a hole and wait for that stupid sheet rope Damion and Bucky were making. Then, he could lead this mission and prove himself, rather than becoming a hindrance and burden to add to the threat of a terrorist.

Idiot.

Peter longed to be home with Aunt May with Mr. Stark visiting in a warm blanket and the TV playing absolutely anything. Maybe that bird documentary Mr. Stark turned on yesterday right after the whole fire thing.

Right after him freaking out exponentially over nothing.

Why wasn't he an absolute disaster over this?

His brain didn't make any sense. He could freak out at school. He could freak out on a roof after a fire. He could freak out after nightmares over past situations that he didn't even need to worry about anymore. But, here in the sense of imminent danger, he could be cool as a cucumber.

Ha. He had to be a psycho.

Bucky opened another squeaky door, and Peter could almost cry from the slightly intact stairs before him. Finally, a way to access the lab and a chance to stop this nightmare.

And hopefully find Mr. Stark.

The broken glass crunched under the light footsteps of Bucky marching on beforehand and Peter rested his head on Captain America's shoulder. The two soldiers turned the sharp corner at the end of the steps, and Peter immediately recognized the surroundings, even in its tattered state.

The lab that he'd spent so much time with Mr. Stark lay just a shadow of its previous self. The projects and tools littered all over the floor with previous tables slashed in half. The large set of computer screens – that Mr. Stark messed with earlier – lay completely shattered on the ground.

What devastated Peter the most was completely broken in half. The bench Mr. Stark and he spent so much time at completely unrecognizable by the pile of stones that covered it – the only thing identifying its importance shining in the presence of a photo that Mr. Stark insisted on keeping shattered to the floor, its frame completely smashed.

The projects they worked on for hours were gone.

Hopefully, Mr. Stark wasn't gone too.

"Here, let me down." Peter said. "I know where the box is."

Bucky and Captain America shared a look.

"I told you before I can walk." Peter huffed, practically forcing himself off of Captain America. Captain America let his grip of his legs loose.

Peter adjusted himself, feeling a major relief that his left side wasn't throbbing immensely – just a small pinch remaining as he moved. Hurray for super healing.

The two soldiers watched him intently, while Peter attempted to ignore their gazes – though they made him slightly uncomfortable with the attention.

"Mr. Stark!" Peter bellowed, placing his hands around his mouth to allow a louder echo. "Mr. Stark, are you here?"

Silence remained.

"Peter, I'm not sure –" Captain America attempted to speak.

"MR. STARK!" Peter shouted again, again receiving no response. He sighed before mumbling. "Figures."

The small beeping of a machine echoed throughout the lab, and Peter reminded himself his first priority before going on a search.

Promising himself to find Mr. Stark at a later, he skirted himself quickly around the torn-up room to a semi-small panel and control screens that lay near the far back corner of the lab. Captain America and Bucky followed blindly, not uttering a single word.

"Is this it?" Bucky asked. "It looks rather small to run this entire place."

Peter shrugged.

"It's efficient, I guess. I just got to figure out how to get it working. Let's see." He flicked up a switch. "Nope." He messed with another, after another, after another, until finally, a click issued. Peter grinned, only for it to fall a second later when chaos began.

"BARNES!" The angry voice from earlier sounded throughout the building, ringing into Peter's ears uncomfortably. Peter tried to jam with more controls quicker. "YOU MUST THINK WE'RE STUPID, BARNES! YOU MUST THINK WE'RE NAÏVE, BARNES! I CAN SEE YOU MESSING WITH OUR CONTROLS. YOU AND THOSE AROUND YOU WILL REGRET THE DAY YOU REBELLED AGAINST US! WE WILL BLOW THIS ENTIRE PLACE INTO SMITHERINES, AND YOU WILL HAVE NO WAY OUT!"

"Come on! Please!" Peter said frantically, while he continued to attempt different ways to turn off the system.

"AND WHILE YOUR BODY LAY IN THE DESTRUCTION OF THE SO-CALLED HEROES OF THE AVENGERS," the voice continued. "WE WILL DRAG YOU OUT AND REPROGRAM YOU JUST LIKE WE DID BEFORE. JUST WATCH US!"

"Shut down! Shut down! Shut down, please!" Peter begged, his fingers going at lightning speed – trying everything Mr. Stark had ever shown him about these machines.

"SAY YOUR GOODBYES. THIS PLACE IS ABOUT TO BLOW!" The voice began to laugh hysterically, like a manic man. "ZHELANIYE. RZHAVYY. SEMNADTST' –"

"Destroy it!" Bucky yelled. "There's no point, just get it off!"

Bucky threw the shield off his back to his friend, and Captain America immediately sprang into action. He pushed Peter to the side and rammed his shield into the small panel repeatedly, not seizing until it was broken into an unrecognizable piece of metal with glass splattered onto the ground.

The voice cut off, and silence between the three rang once more, only the smoke steaming from the broken panel being observed with the flashlight gazing brightly on the scene.

There had been so much opportunity for Peter to prove himself. That he was capable and strong and could keep up with the Avengers. That he was ready to be a hero.

That he was worthy enough for Mr. Stark to like.

Yet, he failed. He did everything wrong in a time where he needed to do everything right. He managed to hurt himself and make himself suspicious to Captain America and Bucky. He couldn't turn off the machine that the bad guy had control over – the one thing he assured everyone he could do. In everything, he became more of a burden than a help.

He could cry.

The building began to shake rapidly, as loud bangs began to issue from all directions. Heat began to fill the room, as Peter's spider sense screamed at him to get out.

"This place is going to explode; we need to book it." Bucky stated.

Wait. Wait. Wait.

Mr. Stark.

"We can't just leave Mr. Stark here." Peter said, tapping his foot and turning to the two soldiers. "He said he was coming down here earlier – I know he's here. We can't leave without him. I'm gonna find him. It'll be quick." He turned to search for Mr. Stark, when a hand lay on his shoulder.

A large slab of the roof above fell abruptly at the other end of the room, spraying dust everywhere.

"Peter, we'll find Tony," Captain America stated calmly. "But I don't think he's here –"

"You don't know that!" Peter shouted. Captain America didn't understand. Peter couldn't let Mr. Stark be crushed and potentially killed. If he died, it would be Peter's fault, and he could never forgive himself. Not after he was right here. "What if he's here, he can get killed and I won't let that happen again!"

"Peter – " Captain America tried again, but Peter moved his hand off his shoulder and began to jog around the dark lab blindly. Pieces of various metal began to clank onto the floor, with glass being broken from various beakers and screens being shattered.

"Mr. Stark!" Peter shouted, nearly tripping over a set of tables that had fallen. "Tell me where you are, Mr. Stark! We got to leave!"

A tingle on the back of his neck told him to move, and Peter moved to the right without thinking. He didn't care right now. He was on a mission, and if he could accomplish anything right today, it needed to be this.

Captain America and Bucky jogged behind him, not as aware of where the falling debris could be at any moment. Captain America reflexively lifted his shield and allowed a cluck of metal to bounce off with a clank! rather than hit his head.

"That kid could've been killed just there." Bucky said quickly to Steve, assuming Peter couldn't hear. "We have to stop this and get out of here before all of this gets out of control."

Peter ignored his speaking and began to pace himself faster, extremely grateful his side only thumped dully. The flashlight from Aunt May's phone bounced against the walls from Bucky's attempt to follow him. The smell of smoke began to fill the room, as a light sparked from one of the many robots caught fire, its wires thrashing everywhere by the electricity.

Peter stopped for a moment, in complete shock of the state of the lab he had spent so much time in. Captain America immediately reacted, grabbing onto Peter for dear life.

"We've got to go." Captain America said, keeping his grip tight around Peter's waist. Peter kicked his leg into Captain America's chest, freeing himself quickly from the strong man's grasp. Immediately, Bucky grasped onto Peter arms, allowing himself to move his metal arm to around his chest while holding the broken phone between his lips. Captain America grabbed onto Peter's legs, and the two began to haul his struggling form up the stairs.

"MR. STARK!" Peter bellowed, nearly hysterical. He attempted to wiggle his body out and use all the strength he had, but to no avail. He was too weak. "Let me go! LET ME GO! WE NEED TO HELP HIM! MR. STARK! TONY!"

"I'm sorry about this." Captain America said sympathetically, leading him and Bucky up the stairwell. "It's going to be okay, Peter. He's going to be okay, alright? Please, relax."

Peter thrashed against him.

"MR. STARK! Please! You got to let me go and find him! He's – he's going to get killed! I don't want him – I need to help him! We have find him!"

Captain America looked down empathetically, his eyes twinkling with absolute understanding.

"Peter, the only thing you're going to do is get yourself killed. We don't have any idea where Tony is, and even if we did, he's not anywhere near us for us to help in time. Sometimes you have to help yourself before you can help others."

Peter lip trembled, but let his body become still. As much as Peter didn't want to hear it, Captain America was right.

He couldn't do a single thing.


	7. Superheroes Aren't A Liability

The world tinted with a blur of blue and greens – the rough breeze flowing through the air chilling his body with tiny goosebumps and the sun glaring down into his eyes with its bright rays.

"Chicka-dee-dee-dee!" A yellow-grey bird's sound rang through his ears. A warning call to the birds surrounding to be wary. "Chicka-dee-dee-dee-dee-dee!"

This couldn't be happening.

Peter's body slumped into the dirt beneath him – numbness overtaking as he silently watched Captain America dig through the remains of a place, he once thought safe. Damion stood a slight distance behind Cap, a phone close to his face, as he called numbers from an old, ratty flip phone. Periodically, his voice shouted something to the super soldier.

Nothing felt real. Not Captain America digging in front of him. Not Damion's voice slightly echoing. Not even his own breathing or the trees. Blurriness overtook everything in his surroundings like he was watching a new movie blaring through a movie theater.

Bucky silently sat himself beside Peter gently, his eyes staring at the same place Peter's did.

"You understand why we can't have you help, right?" The soldier stated, twiddling his black prosthetic fingers absentmindedly.

"You two don't know anything about me at all." Peter mumbled. He ran his hand through his hair. "I'm not useless. I can help." Plus, he was freaking Spider-Man. He didn't need to be treated like a baby or a burden.

"We're not saying you are. Actually, you kind of remind me of Steve at your age. You're incredibly determined and passionate. Just, we just don't want you hurting yourself, you understand?" Peter didn't reply, just continued to stare in front of him. He could see where they were coming from, but that didn't mean he liked it. Regardless of what he felt, he should be searching for Mr. Stark exactly like he would be doing for him.

"They're getting a team put together right now." Bucky said, changing the subject. "It shouldn't be too much longer until every Avenger within New York hears to join the search."

"What about you?"

"What about me?"

"Why are you sitting here with me? After all, you're capable and not a frail piece of glass like me." Peter squeezed his eyes shut for a moment, before shaking his head. Guilt welled in his gut. "Sorry. I don't mean to be like that. I get it. Sorry."

If he had his way, he'd rip through the concrete piece by piece for Mr. Stark. Just like the man would do for him.

"Don't worry about it. It's been a stressful day." Bucky responded, as Damion yelled another question to Cap.

"Doesn't mean I need to be a jerk. I, ugh, these last few days have felt like nothing but a mess. And a terrorist just completely topped it off. Now, Mr. Stark is missing and just," Peter confessed watching Cap tip over another piece of concrete. "I don't understand."

"Terrorist aren't necessarily something you can understand." Bucky gave him a look of sincerity. "They're irrational and hateful."

"Well, yeah I get that. I just – I don't get why this had to happen today of all days. This week has been so shitty, and I've been such a jerk the last few days to everyone, especially Mr. Stark." He frowned, bringing his legs to his chest to hug. "And now I broke May's phone and Ned probably hates me, and I keep thinking about things that I don't want to think about. I just. I don't know. This is just like a nightmare I've had, and I want it to be over. I want Mr. Stark to come back and for everything to be better."

Bucky's eyes shined but looked lost for words.

"Sorry. Sorry I didn't mean to be dumb – ugh, I don't know why I said all that. Forget it, forget it. I'm fine."

"You don't need to apologize for feeling the way you are." Bucky responded, glancing to Captain America then back to Peter.

"Yeah, but I don't even know you, and you don't even know me. I mean, Mr. Stark told me to stay away from you."

Bucky rose an eyebrow.

"Bleh, forget I said that." Peter quickly added. "I didn't mean to say that."

Failure. Failure. Failure.

'Can't do anything right can you, Parker?' Peter thought to himself. 'Just blurting out something Mr. Stark trusted you with. What kind of person does that?'

"I need to stop screwing up." Peter whispered softly, giving his slightly watering eyes a rub before returning to hold his legs. "I don't want Mr. Stark to hate me."

Bucky remained silent for a moment, tapping his fingers against his leg before speaking.

"From what I've seen, I don't think he can." Bucky said. "I know the two of us have our differences and grudges, which I get, but even I can see he cares. He'll tell you himself when we find him."

The sound of squeaky tires blared through the air, and the two turned to the fast-moving car coming to the front of the building. Three doors slammed open, and three familiar faces poured out of the car – turning toward the destroyed mess that lied before them.

"Holy shit." Rhodey spoke, placing both of his hands on-top of his head in distress. "You said Tony is under there somewhere!?"

Peter could barely make out the words Captain America replied, but he watched with a slight indifference, as Rhodey geared up into his War Machine armor and began following Cap's orders on where to begin his search. The red and blue suit bashed through the destroyed building in massive heaps with desperation.

Happy lingered farther back in the distance with his arm around Pepper, who covered her horrified expression with her hand. They whispered to one another softly; Peter managing to hear snippets of reassurance and worry.

After a few brief moments, Damion strolled over to the two, seemingly finished with his task of dialing numbers. He spoke a few words, and the three turned to where Peter sat beside Bucky. A startled expression arose on Happy's face, and he jogged over in a few strides with Pepper and Damion following his lead.

"Kid? What are you doing here?" Happy asked, reaching out his hand to assist Peter to his feet. Peter made no sign of moving. "You alright?"

Peter shrugged, hugging his legs a little tighter.

"Yeah. I guess." Peter replied. "Could be better if a terrorist didn't try to blow us up."

Happy's eyes darted between Bucky and Peter, his hand reaching to a holstered gun. Bucky glared.

"I'm not talking about Bucky." Peter continued, watching Happy's motions. "He's been helping me."

"I can attend to that." Damion added from behind. "If anything, it seemed to me that the guy behind all of this was after this man."

Happy looked skeptical but removed his hand from his holster.

"Thinkin' about that," Damion continued. "I believe Peter needs medical assistance whenever possible too."

"Huh?" Peter said, slightly baffled. Why'd he need a doctor?

"He took a hard fall." Bucky mentioned. "We carried him for a while, but we never got to get a full check."

Oh, shit. He'd almost forgotten about his stupid fall. Just another mistake to add to the mountain of ones he had within the past few days.

Maybe if you didn't fall, you would've found Mr. Stark before all of this happened. Peter thought. Idiot.

This was his fault.

"I'm fine, Happy, honest." Peter said honestly. His side only had a dull thud to it anyway.

"You sure?" Happy asked, staring him down. "Because I don't want this to be some sort of I'm fine, but you're really bleeding out type of thing. I can get the medic down."

"No, no for real, I'm alright. Just keep that medic for when we find Mr. Stark."

A whoosh of a small jet flew overhead and landed on the clear runway beside the collapsed facility. Black Widow and Hawkeye strode out with Ant-Man toward the wreckage, then splitting into a search of different sides of the perimeter.

If only I could get away and switch into my suit. I'd be able to help. Just got to get away from Bucky. But how exactly? Peter thought to himself. Yeah right, Parker. As if he'd let you go anywhere after all that happened. Peter looked toward the rubble, shuddering. Man, Mr. Stark had to be so scared under there if he was alive.

Just like he was when it fell on him.

Drip. Drip. Drip.

The water fell onto his face while the weight of the crushing building remained heavy on his back. He cried out –

"Peter?" Pepper said suddenly, kneeling in front of his face. "Are you doing okay there, kid?"

No. No. No. He couldn't think like that. Not now. Not in front of everyone.

"Great, just great." Peter croaked. He cleared his throat. "Never better, Ms. Potts. All yankie doodle dandy."

Ms. Potts gave him a soft smile, though her eyes held a deep concern within them.

"It'll be alright, Pete. We're – we're going to find him. Tony always gets himself into things like this, and he always makes it out."

Peter hoped her words rang true. He didn't want to lose Mr. Stark.

A soft breeze flew through the air, and Happy instinctively took off his jacket and placed it on Peter. The jacket remained large on his smaller frame.

"Happy, no you –" Peter began, before being waved off.

"No worries, kid." Happy said. "Don't worry about me; I actually kind of like the cold."

"Hogan! Other black guy!" Rhodey shouted from the distance, tossing a large steel beam to the side. "I need you both for a minute!"

"Honestly thinking of asking Tony for some Gregory Porter tickets after all of this. Maybe a new pair of glasses if I'm lucky." Damion sighed. "You'd think living in New York would be crazy enough, but here I am."

"Damion, after all of this, I think Tony'll buy you brunch with the man and give you your own glasses line." Ms. Potts remarked as he began to walk away.

"I'll keep you to that."

Happy turned to go with Damion, but hesitated for a moment, looking at Bucky in distrust.

"Go. I'll keep watch." Ms. Potts said, giving Happy a pat on the shoulder. Happy sighed, nodding and turning away to head toward Rhodey. "Mind if I sit here?"

Peter nodded, and Ms. Potts delicately sat herself to the side, carefully maneuvering her legs to allow her skirt to remain down.

"I'm not going to hurt him." Bucky spoke sincerely, raising his head high. "You don't have to stay."

"Nonsense." Ms. Potts stated as if she were in a business meeting. Her posture held an elegant authority to her as she spoke, though her face remained blank if she were trying to control herself. "I'd rather keep Peter some extra company."

Awkwardness poured through the air, as helicopters began to loom overhead – their propellers thumping rhythmically with their cameras documenting every moment.

Peter hoped May wasn't watching the news.

Ms. Potts twiddled her fingers in her hair, her eyes glued to the chaos spiraling before them. Falcon zoomed into the scene, immediately following orders at Cap's request.

Peter hadn't interacted much with Ms. Potts, only a few times in passing with Mr. Stark. He could remember the nervousness and excitement at meeting her, as Mr. Stark continued to make jokes at his own expense and Ms. Potts amusement.

That felt like eons ago compared to now.

Peter wrapped the coat around him a little tighter.

"I'm sorry this had to happen to you, Pete." Ms. Potts said. "Tony told me you were going to see Damion today."

A small blush fell on Peter's cheeks. Of course, Mr. Stark told Ms. Potts.

"Nothing to be embarrassed about, honey." Ms. Potts continued. "We all could use a little therapy at some point."

Bucky let out a small hum of agreement, one that Peter almost missed.

"Ms. Potts?" Peter started, looking up to meet her eyes.

"Please, just Pepper." She replied.

"Um, okay, Pepper. Can I ask you something?"

"Sure."

"When Mr. Stark was dealing with – with his thing. Did he – did it – I don't know how to say it."

"It didn't make him weak, if that's what you're asking."

"I mean, it all seems so – just so stupid. I don't even know if I have the same thing as him, but I keep getting myself hung up on things I shouldn't even be thinking about or even want to think about."

"That's not stupid" Bucky added, stretching his legs out.

"It's not." Pepper stated, shooting a look at Bucky. She turned back to Peter. "Peter, you've been through a lot, and that's not counting everything that's happened in the last forty-eight hours."

"Yeah, but people definitely have had it worse." Peter mentioned. "I just. I don't understand why I can't just get over things. Why I keep thinking about things. It seems like whatever's going on – I just start thinking about something that has happened and get so scared that it'll happen again. It's just so dumb."

"Tony won't watch any movie with space, except for Star Wars." Pepper sighed, looking away from Peter and toward the rescue team. "For some reason, he can tolerate those."

Peter's eyebrows furrowed.

"What?"

"Watching space movies remind him of when he almost died in space, back when you were younger."

"Oh."

Pepper eyes met Peter's.

"Is that stupid?"

Peter's eyes widened.

"What? No! He almost died!"

"Then, why are your feelings dumb and his not?"

"It's just – it's different."

"I don't see how."

Peter remained silent, hanging his head.

"I don't like the sounds of trains. It gives me the chills every time, and I always feel irrational for the way I feel." Bucky added softly, his gravelly voice barely above a whisper. "I don't know what you've been though, but I will say, whatever you're feeling is not stupid."

Peter didn't know if what happened to him could even compare to Mr. Stark or even Bucky. From what he remembered from his history class; Bucky fell off a train at one point during his time during the war. That's something that made sense to be freaked out over.

And Mr. Stark. He had a reason to be scared over space. Peter could remember clearly the pictures blasting through the television about Iron Man falling from the sky in space. The way he carried a nuclear weapon away from New York and away from the city had to be terrifying.

But, Peter. Sure, he didn't live the most average or conventional life, but the things that had happened to him were nowhere as near as bad as Mr. Stark's or Bucky's problems.

He'd seen a lot, but not enough to have…the thing Mr. Stark did.

"Son of a bitch, I found him!" Rhodey bellowed from the distance, making the trio on the outskirts look toward his direction at his words. Rhodey's face mask lifted for a moment to show his determined face. "Come and help me out!"

Captain America turned from his search, along with Happy and Falcon and darted over to Rhodey in a few strides and began to collectively take pieces off of what had to be Mr. Stark.

A small shining piece of red armor shined in the sunlight, and the protection of the high-tech helmet only remained half-way on his beaten down unresponsive face. His upper torso barely stuck out from under the slabs of what must have been at least four stories of the building.

Mr. Stark was stuck.

'Hello! Hello! Please. Hey, hey, please. I'm down here. I'm down here. I'm stuck. I'm stuck. I can't move. I can't!'

Mr. Stark didn't have the same type of powers as he did. He could be…

No, he can't. He wouldn't.

He needed help.

Peter bolted.

"Peter, hold on!" Bucky tried, but Peter didn't listen. Only one thing stayed on his mind – helping save Mr. Stark.

He tossed Happy's coat off to the side, not caring as the wind began to pick up rapidly, rustling the trees surrounding. The helicopter's blared into the air between the shouts of directions between Cap and Rhodey.

Hurry. Hurry. Hurry.

Bucky sped behind him at an incredible speed, but Peter managed to be faster. He kept up his stamina ignoring the shouts from Pepper asking him to slow down and stop.

He bound past Ant-Man, Black Widow, and Hawkeye, who now stood a few feet away from the large pile of destruction.

When Peter reached his destination, Captain America turned himself away for a moment, trying to grab Peter, but Peter could sense this and dodged him expertly. Spider-sense one. Captain America: zero.

"Woah, what in the? Who the hell's this kid?" Falcon asked, continuing his task, while Peter began to remove large pieces of concrete off of Mr. Stark's torso as fast as he could beside Rhodey. Bucky followed behind him, with Pepper taking up the rear – her shocked face horrified looking at her love.

"Peter, I don't think – " Captain America started, meeting Peter's pleading eyes. He shook his head. "Alright, keep going. Just be careful with maneuvering him."

"Mr. Stark?" Peter whispered, trying to get the last bits off his torso. "Don't worry, Mr. Stark, I'm not going to fail. I'm going to save you; you're going to be okay. It's going to be okay."

"You better be listening to your kid, Tones." Rhodey stated. "Hang in there."

Finally, after what seemed like years, the band of heroes managed to clear the massive pile of rubble that once lay on Mr. Stark's armor. Peter grabbed underneath one of his arms, while Rhodey moved to allow Cap to grab the other. The two yanked him carefully, allowing his limp legs to follow his non-responsive body.

Parts of the armor remained wide and open, but the arc reactor that lay in his chest remained unbroken and untouched. His face and open parts of his body littered with cuts and bruises – his only eye showing from behind the broken helmet looking the worst.

To Peter, he looked like a dead man.

"Oh my god." Pepper's soft voice barely spoke, while she stared horrified. "Tony…"

"Mr. – Mr. Stark?" Peter stuttered out, trying to maneuver the taller man to find a pulse. His shaky fingers found themselves to the side of his neck.

Thump. Thump. Thump.

Peter could feel the dull beat of a pulse.

Mr. Stark was alive, if just barely.

"He's – he's alive." Peter continued, addressing Pepper, Rhodey, and Happy. "His heart – it doesn't feel normal."

"Nat brought Helen Cho with her, we just got to get him to the jet." Cap spoke, reaching out his hands. Peter tightened his grip, not wanting to let Mr. Stark go. "Peter, let me take him. I'll bring him over. He's going to be alright. We've got good medics that'll look over him."

Peter hesitated for a moment, observing for any spec of ill intent toward Mr. Stark. He could find none.

He let go.

Cap placed his arms behind the bottom of his legs and torso, picking him up bridal style with ease. He gave a mournful look at Mr. Stark, before speed walking his way toward the jet – Peter keeping up with his steps. Pepper strolled beside them, picking up one of his limp hands and holding it into her own. Her eyes brimmed with unshed tears.

Bucky, Rhodey, and Happy all took up the rear, the latter two speaking in hushed voices to one another while the third remained stone-faced and silent. This leaving Falcon, Black Widow, Ant-Man, and Hawkeye to search for potential clues to who did this crime.

The jet door fell open gently after a few pushed numbers Cap told Bucky to input. On the ship, a dainty Asian woman sat with medical supplies organized throughout – a hospital-like bed remaining in the middle of the back of the ship. Small rows of seats lay on each side of the corners of the back.

Captain America ducked his head and entered, lying Mr. Stark onto the table gently.

"Goodness gracious." Helen Cho said, immediately bounding into action. "This is something else." She observed all the people trying to board the ship and narrowed her eyes. "Uh-uh. No. I can not work with all of you in here. All of you, out. Except for you, Rogers. You sit over there."

"No, no. I want to stay." Peter practically begged. "I need to stay. Please."

Her eyes softened slightly, but she spoke with urgency. She waved them off.

"Fine. Fine sit sit sit. Whoever's staying just stay. Don't get up unless it's a dire emergency and do not disturb my work."

With those words, Bucky, Pepper, and Peter staggered into the ship, sitting themselves down on the small bench. Rhodey and remained put.

"We're going to go help with the search." Rhodey spoke. "Let me know if anything changes or happens, you hear?"

"Loud and clear." Pepper stated. "He's going to be okay."

"Yeah. He is."

With that, the two disappeared, as the jet door shut again.

A small buzz echoed throughout, and Bucky fished out May's phone from his pocket and handed it to Peter.

"Peter, I know this isn't exactly the time," Bucky said, sitting in the chair beside Peter. "But your phone has been buzzing nonstop in my pocket for the last twenty minutes."

Sixty-five messages. Eighteen missed calls.

The cracked screen made it difficult to read the majority of the text messages, but Peter managed to make out his own name, along with Ned's and a friend from May's work, Teddy.

Peter sighed.

Well, this was going to be fun to explain.


End file.
